<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1997
REGISTRATION NO. 33-61279
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
POST EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
PRONET INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-1832168
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
</TABLE>
6340 LBJ FREEWAY
DALLAS, TEXAS 75240
(972) 687-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
<TABLE>
<S> <C>
MARK A. SOLLS Copies of all communications, including
VICE PRESIDENT AND GENERAL COUNSEL all
6340 LBJ FREEWAY communications to the agent for service,
DALLAS, TEXAS 75240 should be sent to:
(972) 687-2000 JEFFREY A. CHAPMAN
(Name, address, including zip code, MARK EARLY
and telephone VINSON & ELKINS L.L.P.
number, including area code, of 3700 TRAMMELL CROW CENTER
agent for service) 2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-7700
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined in
light of market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
THIS POST-EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT SHALL
HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8(C) OF
THE SECURITIES ACT OF 1933.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
2,000,000 SHARES
[LOGO]
COMMON STOCK, $.01 PAR VALUE
---------------
This Prospectus relates to the offering by the Selling Stockholders (the
"Selling Stockholders") of up to an aggregate of 2,000,000 shares of Common
Stock, par value $.01 per share ("Common Stock"), of ProNet Inc., a Delaware
corporation ("ProNet" or the "Company"). The shares of Common Stock offered
hereby (the "Offered Securities") were privately offered by the Company pursuant
to acquisitions of paging businesses in a series of unrelated transactions that
have occurred since June 30, 1994. See "Plan of Distribution" for information
relating to such resales.
SEE "RISK FACTORS" ON PAGE 5 FOR CERTAIN FACTORS RELEVANT TO AN INVESTMENT
IN THE COMMON STOCK.
The Offered Securities may be sold from time to time pursuant to this
Prospectus by the Selling Stockholders. The Offered Securities may be sold by
the Selling Stockholders in ordinary brokerage transactions, in transactions in
which brokers solicit purchases, in negotiated transactions, or in a combination
of such methods of sale, at market prices prevailing at the time of sale, at
prices relating to such prevailing market prices or at negotiated prices. See
"Plan of Distribution." The distribution of the Offered Securities is not
subject to any underwriting agreement. The Company will receive no part of the
proceeds of sales from the offering by the Selling Stockholders. All expenses of
registration incurred in connection with this offering are being borne by the
Company, but all selling and other expenses incurred by the Selling Stockholders
will be borne by such Selling Stockholders. None of the securities offered
pursuant to this Prospectus have been registered prior to the filing of the
Registration Statement of which this Prospectus is a part.
The Common Stock is quoted on The Nasdaq Stock Market. The last reported
sale price of the Common Stock on April 15, 1997, was $3.625.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is April 16, 1997.
<PAGE>
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
PRONET INC., 6340 LBJ FREEWAY, DALLAS, TEXAS 75240, ATTENTION: GENERAL COUNSEL
(TELEPHONE (972) 687-2000). IN ORDER TO INSURE TIMELY DELIVERY OF THE DOCUMENTS,
POTENTIAL INVESTORS SHOULD ALLOW FIVE BUSINESS DAYS FOR DELIVERY. SEE
"INCORPORATION OF CERTAIN INFORMATION BY REFERENCE."
AVAILABLE INFORMATION
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus. If given or made, such representations must not be relied upon
as having been authorized by the Company or any Selling Stockholder. This
Prospectus shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities law of any such State.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
West Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at Seven World Trade Center, 13th Floor, New York, New York
10048 and CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained by mail from the
Public Reference Branch of the Commission at 450 West Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements and
other information concerning the Company are also available for inspection at
the offices of the Nasdaq National Market, Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the securities offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which were omitted in accordance with the rules and regulations
of the Commission. For further information, reference is hereby made to the
Registration Statement. Any statements contained herein concerning the
provisions of any document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission are not necessarily complete, and in each
instance reference is made to the copy of such document so filed. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(i) Annual Report on Form 10-K for the fiscal year ended December 31, 1996;
(ii) The description of the Company's Common Stock contained in Item 1 of
the Registration Statement on Form 8-A dated July 15, 1987, as amended
by Form 8-A/A dated April 19, 1995; and
(iii) The description of the Company's Series A Junior Participating
Preferred Stock contained in Item 1 of the Registration Statement on
Form 8-A dated April 7, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the securities offered hereby shall be deemed
to be incorporated by reference into this Prospectus and to be a part
2
<PAGE>
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents which are incorporated by reference herein,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
Mark A. Solls, Vice President, General Counsel and Secretary, at the Company's
principal executive offices.
3
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN
THIS PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE. UNLESS THE CONTEXT
OTHERWISE REQUIRES, REFERENCES IN THIS PROSPECTUS TO "PRONET" AND THE "COMPANY"
REFER TO PRONET INC. AND ITS CONSOLIDATED SUBSIDIARIES.
THE COMPANY
ProNet is a solutions-oriented organization dedicated to individualized
customer service which has concentrated on identifying market opportunities in
the wireless communications market where it can provide users with enhanced
wireless services. The Company focuses its activities in five geographic regions
or communication "SuperCenters" centered in major metropolitan markets and
population corridors which generally have the demographics, market size, travel
patterns and types of businesses that indicate significant potential demand for
the Company's products and services. The SuperCenters are located in New York,
Chicago, Houston, Charlotte and Stockton, California.
The objective of the Company's strategy is to enhance the Company's current
position as a solutions-oriented organization dedicated to individualized
customer service focused on identifying market opportunities in the wireless
communications market where it can provide users with enhanced wireless
services. Key elements of the Company's strategy include (i) following a
disciplined internal growth model that is designed to maximize the financial
return from subscriber additions; (ii) leveraging the existing regional
SuperCenters to maintain and improve its low-cost operating structure; (iii)
further refining its channels of distribution by introducing customized programs
that capitalize on its value-added and solutions-oriented expertise; and, (iv)
offering a variety of enhanced wireless products and services that enhance the
utility of the product and service to the end-users.
The Company was incorporated under Delaware law in 1982. The Company's
principal executive office is located at 6340 LBJ Freeway, Dallas, Texas 75240
and its telephone number is (972) 687-2000.
4
<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY BY EACH PROSPECTIVE PURCHASER OF COMMON
STOCK.
INTEGRATION OF ACQUISITIONS
Since March 1, 1994, the Company has purchased 22 paging operations and
acquired a nationwide one-way paging license (the "Nationwide License"). There
can be no assurance that the Company will be able to integrate the paging
operations of each of the acquired companies successfully.
HIGH DEGREE OF LEVERAGE; RESTRICTIONS IMPOSED BY LENDERS
The Company is highly leveraged. At December 31, 1996, the Company had
approximately $154.4 million of debt outstanding and the Company's long-term
debt as a percentage of total capitalization was approximately 54%.
The Company's high degree of leverage will have important consequences to
the Company, including the following: (i) the ability of the Company to obtain
additional financing in the future for acquisitions, working capital, capital
expenditures or other purposes, should it need to do so, may be impaired; (ii) a
substantial portion of the Company's cash flow from operations will be required
to be dedicated to the payment of the Company's interest expense, which will
reduce the funds available to the Company for its operations and future business
opportunities; (iii) the Company may be more highly leveraged than some of its
competitors, which may place it at a competitive disadvantage; and (iv) the
Company's high degree of leverage may make it more vulnerable to a downturn in
its business or the economy generally.
The Company's credit facility and the indenture governing the Company's
senior subordinated notes (the "Indenture") contain financial and operating
covenants including, among other things, requirements that the Company maintain
certain financial ratios and satisfy certain financial tests which may limit the
Company's ability to incur other indebtedness, pay dividends, engage in
transactions with affiliates, sell assets and engage in mergers and
consolidations and other acquisitions. If the Company fails to comply with these
covenants, the lenders will be able to accelerate the maturity of the applicable
indebtedness.
LITIGATION.
The Company, its directors, and certain of its officers have been sued in
eight separate actions brought in the United States District Court for the
Northern District of Texas and the District Courts of Dallas County, Texas. The
actions pending in federal court are captioned: WERNER V. PRONET INC., ET AL.,
No. 3-96CV1795-P; MOLINA V. PRONET INC., ET AL., No. 3-96CV1972-R; SMITH, ET AL.
V. LEHMAN BROTHERS, ET AL., No. 3-96CV2116-H; L.L. CAPITAL PARTNERS L.P. V.
PRONET INC., ET AL., No. 3-96-CV-02197-D. The actions pending in state court are
captioned: DENNIS V. PRONET INC., ET AL., NO. 96-06509; GREENFIELD V. PRONET
INC., ET AL., No. 96-06782-B; and DRUCKER V. PRONET INC., No. 96-06786-L.
Each of these cases purports to be a class action on behalf of a class of
purchasers of the Company's Common Stock. The actions, taken as a group, allege
that the Company violated the Securities Act, the Exchange Act (and Rule 10b-5
thereunder), and certain state statutes and common law doctrines. All of the
actions were filed after the price of the Company's Common Stock decreased in
June 1996. Certain of the actions pertain to an alleged class of plaintiffs who
purchased shares in the Company's $100 million public offering of Common Stock,
which closed on June 5, 1996. Other actions purport to include claims on behalf
of all purchasers of the Company's Common Stock during an alleged class period.
The state cases have been consolidated into a single action. The state cases
have been consolidated into a single action, which alleges violation of the
Securities Act of 1933 in connection with the Company's offering. The federal
actions have been consolidated into two separate actions, depending upon the
nature of the claim raised. The court had previously appointed a lead plaintiff
in both actions, as that term is used in the
5
<PAGE>
Private Securities Litigation Reform Act of 1995. That plaintiff has recently
moved to be relieved of that position, and the Company expects the court to
appoint a new lead plaintiff. In the meantime, the Company anticipates that its
responsibility to answer, plead or otherwise move against the pending federal
complaints will be deferred until a new lead plaintiff is appointed by the
court.
The Company will vigorously defend the actions. The Company anticipates that
the plaintiffs will claim substantial damages. Because these cases are in the
early stages of discovery, the Company cannot predict the amount of damages, if
any. The final outcome of the issues that are the subject of these actions could
have a material adverse effect on the Company's results of operations in 1997
and in the future.
FUTURE PROFITABILITY
As a result of recent commercial paging acquisitions, the Company's average
revenue per unit ("ARPU") has declined in the last few years. At the same time,
due to decreases in vendor costs and economies of scale resulting from the
integration of these acquisitions, the Company's average operating cost per
subscriber has also decreased in recent years. There can be no assurances that
the Company's average operating cost per subscriber will continue to decrease
along with decreases in ARPU. The Company was profitable in 1994. However, due
to the incurrence of significantly greater depreciation, amortization and
interest expenses in 1995 and 1996 as a result of the Company's recent
acquisitons of commercial paging operations and the issuance of the Company's
senior subordinated notes and borrowings under the Company's credit facility,
the Company was not profitable in 1995 and 1996. Such increased expenses may
continue to increase the net loss, and, if continued, may contribute to the
Company's incurrence of losses in future periods. No assurances can be given
that the Company will achieve profitability in the future.
CAPITAL REQUIREMENTS
The Company may be required from time to time to incur additional
indebtedness or issue additional equity securities to finance its growth
strategy, including the buildout of infrastructure, new product development, the
purchase of equipment and acquisitions. There can be no assurance, however, that
funds will be available on terms favorable to the Company, or that such funds
will be available when needed. The terms of the Company's credit facility and
the Indenture limit, and will limit in the future, the amount of indebtedness
that the Company may incur. The limited availability of capital may affect the
Company's ability to acquire additional assets.
SUBSCRIBER TURNOVER
The net rate of subscriber additions for service providers such as the
Company may be significantly affected by subscriber cancellations. In order to
realize net growth in pagers in service, disconnected users must be replaced and
additional users must be added. However, the sales and marketing costs
associated with attracting new subscribers are substantial relative to the costs
of providing service to existing customers. Although the Company's current
disconnect rate is in line with the industry average, it may experience a higher
disconnect rate in the future among small businesses and individual consumers,
and there can be no assurance that the Company will not experience an increase
in its subscriber cancellation rate which may adversely affect the Company's
operating results.
COMPETITION AND TECHNOLOGICAL CHANGE
The Company faces direct competition in all of its paging markets.
Competition for subscribers to the Company's paging services is based primarily
on the price and quality of services offered and the geographic area covered.
Competitors in most markets include one or more radio common carriers, private
radio carriers, telephone company affiliates and equipment manufacturers.
Although competitors include small, privately-owned companies serving only one
market area, competition also comes from
6
<PAGE>
publicly-held corporations and other large companies that have greater financial
resources than the Company. There can be no assurance that additional
competitors will not enter markets served by the Company or that the Company
will be able to continue to compete successfully. In addition, the
telecommunications industry is characterized by rapid technological change.
Future technological advances in the industry may result in the availability of
new services or products that could compete directly with the services and
products being provided or developed by the Company. Recent and proposed
regulatory changes by the Federal Communications Commission (the "FCC") are
aimed at encouraging such new services and products. Moreover, changes in
technology could lower the cost of competitive services and products to a level
at which the Company's services and products would become less competitive or
the Company would be required to reduce the prices of its services and products.
There can be no assurance that the Company will be able to develop or introduce
new services and products to remain competitive or that the Company will not be
adversely affected in the event of such technological developments.
GOVERNMENT REGULATION/COST OF ADDITIONAL FREQUENCIES
The paging industry and the electronic tracking systems operated and leased
by the Company are subject to regulation by the FCC and, depending on the
jurisdiction, may be regulated by state regulatory agencies. There can be no
assurance that either the FCC or those state agencies having jurisdiction over
the Company's business will not adopt regulations or take other actions that
would adversely affect the business of the Company. The FCC requires many of
those seeking new frequencies, including the Company and its competitors, to
purchase them through an auction process where more than one person seeks the
same frequency or there are otherwise conflicting applications. In addition, the
Company may purchase additional frequencies from third parties. The Company
cannot predict the cost of acquiring additional frequencies in the future.
RELIANCE ON SELECT GROUP OF EXECUTIVES
The Company believes that its success will depend to a significant extent on
the efforts and abilities of a relatively small group of executive personnel.
The loss of services of one or more of these key executives could adversely
affect the Company. The Company does not maintain "key man" life insurance
policies on its executives. However, the Company has entered into three-year
employment agreements with Jackie R. Kimzey, the Company's Chairman and Chief
Executive Officer, and David J. Vucina, the Company's President and Chief
Operating Officer.
FORWARD LOOKING STATEMENTS
Certain statements contained in this Prospectus and the documents
incorporated herein are not based on historical facts, but are forward-looking
statements that are based upon numerous assumptions as of the date of this
Prospectus that could prove not to be accurate. These statements appear in a
number of places and include statements regarding the intent, belief or current
expectations of the Company, its officers or its directors with respect to,
among other things: (i) acquisitions and product development; (ii) the Company's
financing plans; (iii) trends affecting the Company's financial condition or
results of operations; and (iv) regulatory matters affecting the Company. Actual
events, transactions and results may materially differ from the anticipated
events, transactions or results described in such statements. The Company's
ability to achieve such transactions and achieve such events or results is
subject to certain risks and uncertainties. Such risks and uncertainties
include, but are not limited to, the existence of, demand for and acceptance of
the Company's products and services, the availability of appropriate candidates
for acquisition by the Company, regulatory approvals, economic conditions, the
impact of competition and pricing, results of financing efforts and other
factors affecting the Company's business that are beyond the Company's control,
including but not limited to the matters described in "Risk Factors" in this
Prospectus and in the Company's Annual Report on Form 10-K. The Company
disclaims any obligation to update the forward-looking statements contained in
this Prospectus and the documents incorporated herein.
7
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder and
relationship, if any, with the Company and (i) the number of shares of Common
Stock owned by each Selling Stockholder as of April 11, 1997, (assuming no
shares have been sold under this Prospectus), (ii) the maximum number of shares
of Common Stock which may be offered for the account of such Selling Stockholder
under the Prospectus, and (iii) the amount and percentage of Common Stock to be
owned by the Selling Stockholder after the completion of the Offering assuming
the sale of all the Common Stock which may be offered hereunder.
<TABLE>
<CAPTION>
MAXIMUM
SHARES NUMBER OF AMOUNT AND PERCENTAGE
OWNED SHARES WHICH OF COMMON STOCK OWNED
PRIOR TO MAY BE SOLD AFTER THE OFFERING(1)
NAME OF SELLING HOLDER AND RELATIONSHIP TO COMPANY OFFERING HEREUNDER AMOUNT - %
- --------------------------------------------------------------- --------- ------------- -----------------------
<S> <C> <C> <C>
Chicago Communication Service, Inc. ........................... 44,166 44,166 --
Carrier Paging Systems, Inc. .................................. 144,994 144,994 --
Signet Paging of Charlotte, Inc. .............................. 171,509 171,509 --
Americom Paging Corporation.................................... 411,313 411,313 --
SigNet Paging of Raleigh, Inc. ................................ 109,091 109,091 --
Sam Zarcone.................................................... 129,211 129,211 --
Jill DiFoggio.................................................. 43,071 43,071 --
Frank K. Spain and Mary Jane Spain............................. 47,797 47,797 --
Michael J. Matakaetis.......................................... 24,636 24,636 --
Kenneth Fisher(2).............................................. -- -- --
Lewis Paging, Inc. ............................................ 70,822 70,822 --
Michael J. Frawley............................................. 5,000 5,000 --
Irving Seltzer................................................. 19,770 19,770 --
Joan M. Seltzer................................................ 8 8 --
Steven S. Seltzer.............................................. 20,862 20,862 --
Amy B. Seltzer................................................. 9,360 9,360 --
</TABLE>
- ------------------------
(1) Assumes the sale of all shares of Common Stock registered hereunder,
although none of the Selling Stockholders are under any obligation known to
the Company to sell any shares of Common Stock.
(2) The shares of Common Stock to be held by such Selling Stockholder will be
acquired by such Selling Stockholder in connection with the sale of its
paging business to the Company. The number of shares to be issued in
connection with such sales is subject to adjustment in certain circumstances
and such shares may also be subject to certain rights to indemnification on
the part of the Company. As a result, it is not possible to determine the
number of such shares that ultimately will be available for sale hereunder.
The Company will pay the expenses of registering the shares of Common Stock
being sold hereunder which are estimated to be approximately $105,000.
PLAN OF DISTRIBUTION
The Offered Securities were issued to the Selling Stockholders in connection
with the acquisition by the Company of the various paging businesses of the
Selling Stockholders in a series of separate transactions. The Offered
Securities may be sold from time to time by the Selling Stockholders. The
Selling Stockholders may from time to time sell all or a portion of the Offered
Securities in transactions on The Nasdaq Stock Market, in the over-the-counter
market, in negotiated transactions, or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices; provided, that such
transactions will not include an underwritten public offering. The Offered
Securities may be sold directly or through broker-dealers. If shares of Common
8
<PAGE>
Stock are sold through broker-dealers, the Selling Stockholders may pay
brokerage commissions and charges. The methods by which the Offered Securities
may be sold include (a) a block trade (which may involve crosses) in which the
broker or dealer so engaged will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to this Prospectus; (c) exchange
distributions and/or secondary distributions in accordance with the rules of The
Nasdaq Stock Market; (d) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; and (e) privately negotiated transactions.
Pursuant to the provisions of various Registration Rights Agreements entered
into by and between the Company and each of the Selling Stockholders, the
Selling Stockholders will pay their costs and expenses of selling the shares of
Common Stock offered hereunder, including commissions and discounts of
underwriters, brokers, dealers, or agents, and the Company has agreed to pay the
costs and expenses incident to its registration and qualification of the Common
Stock offered hereby, including registration and filing fees. In addition, the
Company has agreed to indemnify the Selling Stockholders against certain
liabilities, including liabilities arising under the Securities Act.
The Selling Stockholders and any broker-dealer participating in the
distribution of the Offered Securities may be deemed to be "underwriters" within
the meaning of the Securities Act, and any profit and any commissions paid or
any discounts or concessions allowed to any such broker-dealer may be deemed to
be underwriting discounts and commissions under the Securities Act. The Selling
Stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of shares of Common Stock against certain liabilities,
including liabilities under the Securities Act.
There can be no assurances that the Selling Stockholders will sell any or
all of the shares of Common Stock offered by them hereunder.
VALIDITY OF SECURITIES
The validity of the shares of Common Stock will be passed upon by Vinson &
Elkins L.L.P., Dallas, Texas.
EXPERTS
The consolidated financial statements of ProNet Inc. for the three years
ended December 31, 1996, appearing in ProNet Inc.'s Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 have been audited by Ernst & Young
LLP, independent auditors, as indicated in their report thereon included
therein. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
9
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, BY ANY SELLING STOCKHOLDER OR UNDERWRITER. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
AVAILABLE INFORMATION.......................... 2
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE.................................... 2
PROSPECTUS SUMMARY............................. 4
RISK FACTORS................................... 5
SELLING STOCKHOLDERS........................... 8
PLAN OF DISTRIBUTION........................... 8
VALIDITY OF SECURITIES......................... 9
EXPERTS........................................ 9
</TABLE>
2,000,000 SHARES
[PRONET LOGO]
COMMON STOCK
---------------------
PROSPECTUS
---------------------
April 16, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses, all of which will be paid by the Registrant, in connection
with the registration of Common Stock offered hereby, other than commissions,
are as follows:
<TABLE>
<S> <C>
SEC Registration Fee........................................... $15,131.03
NASDAQ Listing Fee............................................. 5,000.00
Printing and Engraving Expenses................................ 50,000.00*
Legal Fees and Expenses........................................ 20,000.00*
Accounting Fees and Expenses................................... 20,000.00*
"Blue Sky" Fees and Expenses................................... 500.00*
Transfer Agent and Registrar Fees.............................. 1,000.00*
Miscellaneous.................................................. 1,000.00*
----------
Total........................................................ $105,131.03*
----------
----------
</TABLE>
- ------------------------
*Estimated amount.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Six of the Restated Certificate of Incorporation of the Registrant
provides that the Registrant shall indemnify its directors and officers to the
maximum extent allowed by the Delaware General Corporation Law. Pursuant to
Section 145 of the Delaware General Corporation Law, the Registrant generally
has the power to indemnify its present and former directors and officers against
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
those positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful. With respect to suits by
or in the right of the Registrant, however, indemnification is generally limited
to attorneys' fees and other expenses and is not available if the person is
adjudged to be liable to the Registrant, unless the court determines that
indemnification is appropriate. The statute expressly provides that the power to
indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Registrant also has the power to purchase and maintain insurance for its
directors and officers and has recently obtained such insurance.
The preceding discussion of the Registrant's Restated Certificate of
Incorporation and Section 145 of the Delaware General Corporation Law is not
intended to be exhaustive and is qualified in its entirety by the Restated
Certificate of Incorporation and Section 145 of the Delaware General Corporation
Law.
The Registrant has entered into indemnity agreements with the Registrant's
directors and officers. Pursuant to such agreements, the Registrant will, to the
extent permitted by applicable law, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or officers of the Registrant or assumed certain responsibilities
at the direction of the Registrant.
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<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ----------- ----------------------------------------------------------------------------------------------------
<C> <S> <C>
4.1 -- Indenture, dated as of June 15, 1995, between the Registrant and First Interstate Bank of Texas,
N.A., as Trustee (filed as an exhibit to the Registrant's Current Report on Form 8-K, dated July
5, 1995, and incorporated herein by reference).
4.2 -- Registration Rights Agreement, dated as of June 15, 1995, between the Registrant, Lehman Brothers,
Inc., Alex. Brown & Sons Incorporated and Paine Webber Incorporated (filed as an exhibit to the
Registrant's Registration Statement on Form S-4 (File No. 33-60925) filed July 7, 1995, and
incorporated herein by reference).
4.3 -- Rights Agreement, dated as of April 5, 1995, between the Registrant and Chemical Shareholder
Services Group, Inc., as Rights Agent, specifying the terms of the rights to purchase the
Registrant's Series A Junior Participating Preferred Stock, and the exhibits thereto (filed as an
exhibit to the Registrant's Registration Statement on Form 8-A dated April 7, 1995, and
incorporated herein by reference).
5.1 -- Opinion of Vinson & Elkins L.L.P.*
23.1 -- Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5.1).*
23.2 -- Consent of Ernst & Young LLP, Independent Auditors.
24.1 -- Powers of Attorney (set forth on signature page).
</TABLE>
- ------------------------
*Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) (i) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(ii) To include any prospectus required in Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(iii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and
(iv) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
II-2
<PAGE>
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 20 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Dallas, State of Texas, on April 14,
1997.
PRONET INC.
By: /s/ JAN E. GAULDING
-----------------------------------------
Jan E. Gaulding
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman, Chief Executive
/s/ JACKIE R. KIMZEY* Officer and Director
- ------------------------------ (Principal Executive April 14, 1997
Jackie R. Kimzey Officer)
/s/ DAVID J. VUCINA*
- ------------------------------ President, Chief Operating April 14, 1997
David J. Vucina Officer and Director
Senior Vice President and
/s/ JAN E. GAULDING Chief Financial Officer
- ------------------------------ (Principal Financial and April 14, 1997
Jan E. Gaulding Accounting Officer)
/s/ THOMAS V. BRUNS*
- ------------------------------ Director April 14, 1997
Thomas V. Bruns
/s/ HARVEY B. CASH*
- ------------------------------ Director April 14, 1997
Harvey B. Cash
/s/ EDWARD E. JUNGERMAN*
- ------------------------------ Director April 14, 1997
Edward E. Jungerman
/s/ MARK C. MASUR*
- ------------------------------ Director April 14, 1997
Mark C. Masur
*By: /s/ JAN E. GAULDING
-------------------------
Jan E. Gaulding
ATTORNEY-IN-FACT
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------ --------------------------------------------------------------------------
<C> <S> <C>
4.1 -- Indenture, dated as of June 15, 1995, between the Registrant and First
Interstate Bank of Texas, N.A., as Trustee (filed as an exhibit to the
Registrant's Current Report on Form 8-K, dated July 5, 1995, and
incorporated herein by reference).
4.2 -- Registration Rights Agreement, dated as of June 15, 1995, between the
Registrant, Lehman Brothers, Inc., Alex. Brown & Sons Incorporated and
Paine Webber Incorporated (filed as an exhibit to the Registrant's
Registration Statement on Form S-4 (File No. 33-60925) filed July 7,
1995, and incorporated herein by reference).
4.3 -- Rights Agreement, dated as of April 5, 1995, between the Registrant and
Chemical Shareholder Services Group, Inc., as Rights Agent, specifying
the terms of the rights to purchase the Registrant's Series A Junior
Participating Preferred Stock, and the exhibits thereto (filed as an
exhibit to the Registrant's Registration Statement on Form 8-A dated
April 7, 1995, and incorporated herein by reference).
5.1* -- Opinion of Vinson & Elkins L.L.P.
23.1* -- Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5.1).
23.2 -- Consent of Ernst & Young LLP, Independent Auditors.
24.1 -- Powers of Attorney (set forth on signature page).
</TABLE>
- ------------------------
*Previously filed.
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the references to our firm under the caption "Experts" in Post
Effective Amendment No. 2 to the Registration Statement (Form S-3 No. 33-61279)
and related Prospectus of ProNet Inc. for the registration of 2,000,000 shares
of its common stock and to the incorporation by reference of our reports dated
February 5, 1997, except for Note N, as to which the date is March 4, 1997, with
respect to the consolidated financial statements and schedule of ProNet Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1996
filed with the Securities Exchange Commission.
ERNST & YOUNG LLP
April 14, 1997
Dallas, Texas
