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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 29, 1996
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PRONET INC.
(Exact name of issuer as specified in its charter)
DELAWARE 0-16029 75-1832168
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
6340 LBJ FREEWAY 75240
DALLAS, TEXAS (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (214) 687-2000
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ITEM 5. OTHER EVENTS.
GOVERNMENT REGULATION
Effective February 8, 1996, the Federal Communications Commission (the
"FCC") initiated a "freeze" on applications for new paging licenses and
applications for modifications to existing paging licenses. In April 1996, the
FCC announced that this freeze had been relaxed to permit existing license
owners to apply for licenses for additional sites located within 40 miles of
existing licensed, operational sites and to construct facilities that do not
increase the protected zone of their existing licensed operations. As a
result of this freeze, ProNet Inc. ("ProNet") can give no assurance that it
will be able to obtain licenses that expand its current paging systems except
for licenses obtained through the acquisition of existing paging operations.
ProNet cannot predict what effect this freeze will have on its future
operations.
The Communications Act of 1934, as amended (the "Communications Act"),
also limits foreign ownership of entities that hold certain licenses from the
FCC. Because ProNet, through its subsidiaries, will hold FCC licenses, no
more than 25% of ProNet's stock (which threshold would effectively be reduced
to 20% if ProNet acquires and holds certain types of paging licenses other
than through its subsidiaries) can be owned or voted by foreign nationals or
their representatives, a foreign government or its representative or a
foreign corporation nor may any officer or any director of the Company be a
foreign national. The failure to maintain these ownership restrictions could
jeopardize ProNet's FCC licenses. The ProNet Certificate of Incorporation
contains no provision that will permit the redemption of shares of ProNet
common stock from foreign stockholders where necessary to protect ProNet's
regulatory licenses.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
PRONET INC.
(Registrant)
By: /s/ MARK A. SOLLS
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Mark A. Solls
Vice President, General
Counsel and Secretary
Date: May 29, 1996
