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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-2
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(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from .............to..............
Commission File 0-16029
PRONET INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1832168
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 Data Drive, Suite 100
Plano, Texas 75075
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 214-964-9500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. /X/
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 1, 1995 was approximately $98,926,471. As of
March 1, 1995, there were 6,110,237 outstanding shares of the registrant's
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement to be furnished to
stockholders in connection with its 1995 Annual Meeting of Stockholders are
incorporated by reference into Part III of this Form 10-K.
Portions of the registrant's Registration Statement on Form S-1 (File No.
33-14956) filed with the Commission on June 10, 1987, July 10, 1987, July
15, 1987 and July 29, 1987 are incorporated by reference into Part IV of
this Form 10-K.
Portions of the registrant's Current Reports on Form 8-K dated
September 8, 1987, July 21, 1988, March 1, 1994 and August 5, 1994 are
incorporated by reference into Part IV of this Form 10-K.
Portions of the registrant's Annual Report on Form 10-K for each of the
years ended December 31, 1989, 1990 and 1991 are incorporated by reference
into Part IV of this Form 10-K.
Portions of the registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1994, are incorporated by reference into Part IV of
this Form 10-K.
Portions of the registrant's Registration Statement on Form S-2 (File No.
33-85696) filed with the Commission on October 28, 1994 and December 14,
1994 are incorporated by reference into Part IV of this Form 10-K.
Portions of the registrant's Proxy Statement filed with the Commission on
April 26, 1994 are incorporated by reference into Part IV of this
Form 10-K.
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The Company hereby amends and restates the table and footnotes under the
caption "Option Grants in Last Fiscal Year" on page 7 of the Company's Proxy
Statement dated April 25, 1995 (which is incorporated by reference into Item 11
of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994) to read as follows:
"OPTION GRANTS IN LAST FISCAL YEAR
The following table summarizes options to acquire shares of Common Stock
granted to the Named Executives during 1994.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------ VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -----------------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SHARE) DATE 5% 10%
- ---- ------------- ------------ --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Jackie R. Kimzey . . . . 20,000 5.10% $11.00 02/28/2004 $138,400 $ 350,600
50,000 12.66 13.50 12/06/2004 424,500 1,076,000
David J. Vucina. . . . . 20,000 5.10 11.00 02/28/2004 138,400 350,600
50,000 12.66 13.50 12/06/2004 424,500 1,076,000
Bo Bernard . . . . . . . 15,000 3.80 11.00 02/28/2004 103,800 262,950
15,000 3.80 13.50 12/06/2004 127,350 322,800
Jan E. Gaulding. . . . . 15,000 3.80 11.00 02/28/2004 103,800 262,950
35,000 8.86 13.50 12/06/2004 297,150 753,200
Jeffery A. Owens . . . . 15,000 3.80 11.00 02/28/2004 103,800 262,950
20,000 5.10 13.50 12/06/2004 169,800 430,400
<FN>
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(1) All options were granted pursuant to the 1987 Incentive Stock Option Plan.
The exercise price represents the fair market value of the Company's Common
Stock on the date of grant. The options have a term of ten years and vest
in 20% cumulative annual increments over that period beginning with the
first anniversary date of the grant, or if earlier, 100% upon a change in
control of the Company.
(2) The potential realizable value portion of the table illustrates the values
that might be realized upon exercise of the options immediately prior to
the expiration of their term, assuming the specified compounded rates of
appreciation to the Company's Common Stock over the term of the options.
The prices of Common Stock at the end of the ten-year term of the options
would be $17.92 and $21.99, respectively, assuming 5% annual appreciation
and would be $28.53 and $35.02, respectively, assuming 10% annual
appreciation. These amounts represent assumed rates of appreciation only.
Actual gains, if any, on stock option exercises depend on the future
performance of the Common Stock and overall market conditions. There can
be no assurances that the potential values set forth in this table reflect
the actual values that may be obtained by any of the Named Executives."
</TABLE>
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
PRONET INC.
(Registrant)
Date: July 7, 1995 /s/ Jan E. Gaulding
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Jan E. Gaulding
Senior Vice President and
Chief Financial Officer
