<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
------- --------
COMMISSION FILE NO. 0-19494
PAGING NETWORK, INC.
(Exact name of the Registrant as specified in charter)
DELAWARE 04-2740516
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
14911 QUORUM DRIVE, SUITE 600
DALLAS, TEXAS 75240
(Address of principal executive offices, including zip code)
(972) 801-8000
(Registrant's telephone number, including area code)
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
--- ---
Indicate the number of shares outstanding of each of the Registrant's
classes of Common Stock, as of the latest practicable date.
Title Shares Outstanding as of July 31, 1998
- ----------------------------- --------------------------------------
Common Stock, $ .01 par value 103,549,022
The Company's Common Stock is publicly traded on the Nasdaq Stock Market
under the symbol "PAGE".
================================================================================
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
<TABLE>
<CAPTION>
Index to Financial Statements
PAGE
----
<S> <C>
Paging Network, Inc. Consolidated Balance Sheets as of
December 31, 1997 and June 30, 1998 (Unaudited)................................. 3
Paging Network, Inc. Consolidated Statements of Operations
for the Three and Six Months Ended June 30, 1997 and 1998 (Unaudited)........... 4
Paging Network, Inc. Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 1997 and 1998 (Unaudited)..................... 5
Paging Network, Inc. Notes to Consolidated Financial Statements...................... 6
</TABLE>
2
<PAGE> 3
PAGING NETWORK, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
(Unaudited)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................................................. $ 2,924 $ 14,405
Accounts receivable, less allowance for doubtful
accounts.............................................................. 63,288 57,295
Inventories................................................................ 24,114 21,648
Prepaid expenses and other assets.......................................... 14,888 24,161
------------- ------------
Total current assets.................................................. 105,214 117,509
Property, equipment, and leasehold improvements, at cost........................ 1,387,560 1,300,159
Less accumulated depreciation.............................................. (469,526) (487,801)
------------- ------------
Net property, equipment, and leasehold improvements................... 918,034 812,358
Other non-current assets, at cost.............................................. 659,661 679,118
Less accumulated amortization.............................................. (85,676) (102,125)
------------- ------------
Net other non-current assets.......................................... 573,985 576,993
------------- ------------
$ 1,597,233 $ 1,506,860
============= ============
LIABILITIES AND SHAREOWNERS' DEFICIT
Current liabilities:
Accounts payable........................................................... $ 42,640 $ 31,194
Accrued interest........................................................... 40,085 41,609
Accrued expenses........................................................... 36,854 42,008
Accrued restructuring costs, current portion............................... -- 17,691
Customer deposits.......................................................... 24,460 23,802
Deferred revenue........................................................... 11,634 15,776
------------- ------------
Total current liabilities............................................. 155,673 172,080
------------- ------------
Long-term obligations........................................................... 1,779,491 1,757,704
Accrued restructuring costs, non-current portion................................ -- 12,961
Minority interest............................................................... -- 1,648
Commitments and contingencies................................................... -- --
Shareowners' deficit:
Common Stock - $.01 par, authorized 250,000,000 shares; 102,659,915 and
103,549,022 shares issued and outstanding
at December 31, 1997 and June 30, 1998, respectively................ 1,027 1,035
Paid-in capital............................................................ 124,908 132,179
Accumulated deficit........................................................ (464,774) (572,765)
Other comprehensive income................................................. 908 2,018
------------- ------------
Total shareowners' deficit............................................ (337,931) (437,533)
------------- ------------
$ 1,597,233 $ 1,506,860
============= ============
</TABLE>
See accompanying notes
3
<PAGE> 4
PAGING NETWORK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share information)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ ------------------------------
1997 1998 1997 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Services, rent and maintenance revenues ............... $ 199,584 $ 235,172 $ 388,464 $ 465,033
Product sales ......................................... 33,666 29,329 70,034 55,218
------------ ------------ ------------ ------------
Total revenues ................................... 233,250 264,501 458,498 520,251
Cost of products sold ................................. (28,805) (23,161) (60,162) (44,264)
------------ ------------ ------------ ------------
204,445 241,340 398,336 475,987
Operating expenses:
Services, rent and maintenance ................... 41,320 53,545 82,262 105,368
Selling .......................................... 25,427 23,546 53,698 45,036
General and administrative ....................... 62,318 74,153 122,716 144,224
Depreciation and amortization .................... 69,260 70,293 133,728 144,161
Restructuring charge ............................. -- -- -- 74,000
------------ ------------ ------------ ------------
Total operating expenses .................... 198,325 221,537 392,404 512,789
------------ ------------ ------------ ------------
Operating income (loss) .............................. 6,120 19,803 5,932 (36,802)
Other income (expense):
Interest expense ................................. (38,626) (36,753) (76,452) (73,531)
Interest income .................................. 906 518 1,898 1,030
Minority interest ................................ 21 813 46 1,312
Equity in loss of an unconsolidated subsidiary ... (384) -- (701) --
------------ ------------ ------------ ------------
Total other income (expense) ................ (38,083) (35,422) (75,209) (71,189)
------------ ------------ ------------ ------------
Loss before extraordinary item ........................ (31,963) (15,619) (69,277) (107,991)
Extraordinary loss .................................... (15,544) -- (15,544) --
------------ ------------ ------------ ------------
Net loss .............................................. $ (47,507) $ (15,619) $ (84,821) $ (107,991)
============ ============ ============ ============
Net loss per share (basic and diluted):
Loss before extraordinary item ........................ $ (0.31) $ (0.15) $ (0.68) $ (1.05)
Extraordinary loss .................................... (0.15) -- (0.15) --
------------ ------------ ------------ ------------
Net loss per share .................................... $ (0.46) $ (0.15) $ (0.83) $ (1.05)
============ ============ ============ ============
</TABLE>
See accompanying notes
4
<PAGE> 5
PAGING NETWORK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------------------
1997 1998
------------ ------------
<S> <C> <C>
Operating activities:
Net loss .................................................................. $ (84,821) $ (107,991)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Restructuring charge .......................................... -- 74,000
Extraordinary loss ............................................ 15,544 --
Depreciation .................................................. 120,953 130,146
Amortization .................................................. 12,775 14,015
Provision for doubtful accounts ............................... 8,933 9,201
Amortization of debt issuance costs ........................... 4,330 2,215
Minority interest ............................................. (46) (1,312)
Other ......................................................... 701 2,313
Changes in operating assets and liabilities:
Accounts receivable ........................................... (23,411) (3,201)
Inventories ................................................... (11,520) 3,080
Prepaid expenses and other assets ............................. (5,953) 147
Accounts payable .............................................. 9,634 (13,658)
Accrued expenses and accrued interest ......................... 7,809 6,919
Accrued restructuring costs ................................... -- (1,335)
Customer deposits and deferred revenue ........................ 7,308 3,484
------------ ------------
Net cash provided by operating activities ...................................... 62,236 118,023
------------ ------------
Investing activities:
Capital expenditures ...................................................... (209,110) (87,726)
Payments for spectrum licenses ............................................ (66,905) (4,524)
Business acquisitions and joint venture investments ....................... (4,806) (3,500)
Restricted cash invested in money market instruments ...................... (4,619) --
Other, net ................................................................ (10,234) 7,753
------------ ------------
Net cash used in investing activities.......................................... (295,674) (87,997)
------------ ------------
Financing activities:
Borrowings of long-term obligations ....................................... 443,207 123,349
Repayments of long-term obligations ....................................... -- (148,618)
Redemption of $200 million senior subordinated notes ...................... (211,750) --
Proceeds from exercise of stock options ................................... -- 6,724
Other..................................................................... 224 --
------------ ------------
Net cash provided by financing activities ...................................... 231,681 (18,545)
------------ ------------
Net increase (decrease) in cash and cash equivalents ........................... (1,757) 11,481
Cash and cash equivalents at beginning of period ............................... 3,777 2,924
------------ ------------
Cash and cash equivalents at end of period ..................................... $ 2,020 $ 14,405
============ ============
</TABLE>
See accompanying notes
5
<PAGE> 6
PAGING NETWORK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(Unaudited)
1. THE COMPANY
Paging Network, Inc. (the Company) is a provider of wireless
messaging and information delivery services. The Company provides
service in all 50 states, the District of Columbia, the U.S. Virgin
Islands, Puerto Rico, and Canada, including local service in all of the
largest 100 markets (in population) in the United States, and owns
interests in wireless messaging companies in Spain and Brazil. The
consolidated financial statements include the accounts of all of its
wholly and majority-owned subsidiaries. Effective January 1, 1998, the
Company began consolidating the results of its Spanish subsidiary,
which had previously been accounted for under the equity method of
accounting. All intercompany transactions have been eliminated.
2. UNAUDITED INTERIM FINANCIAL STATEMENTS
The interim consolidated financial information contained
herein is unaudited but, in the opinion of management, includes all
adjustments, which are of a normal recurring nature, except for the
restructuring charge discussed in Note 3 and the extraordinary loss
recorded during the three and six months ended June 30, 1997, necessary
for a fair presentation of the financial position, results of
operations, and cash flows for the periods presented. These financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, these financial statements do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. The balance sheet as of
December 31, 1997, has been derived from the audited financial
statements as of that date. Results of operations for the periods
presented herein are not necessarily indicative of results of
operations for the entire year. These financial statements and related
notes should be read in conjunction with the financial statements and
notes included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997. Certain 1997 amounts have been reclassified to
conform with the 1998 presentation.
3. RESTRUCTURING CHARGE
On February 8, 1998, the Company's Board of Directors approved
a restructuring of the Company's domestic operations (the
Restructuring). As part of the Restructuring, the Company is
reorganizing its operations to expand its sales organization, eliminate
local and redundant administrative operations, and consolidate certain
key support functions. The Company expects to eliminate approximately
1,600 positions, net of positions added, through the consolidation of
redundant administrative operations and certain key support functions
today located in offices throughout the country into central facilities
(the Centers of Excellence). As a result of the Restructuring, the
Company recorded a charge of $74.0 million, or $0.72 per share (basic
and diluted), during the quarter ended March 31, 1998. The components
of the charge included (in thousands):
<TABLE>
<CAPTION>
<S> <C>
Write-down of property and equipment $ 38,900
Lease obligations and terminations 18,900
Severance and related benefits 12,700
Other 3,500
-----------
Total restructuring charge $ 74,000
===========
</TABLE>
6
<PAGE> 7
The write-down of property and equipment relates to a non-cash
charge to reduce the carrying amount of certain machinery and
equipment, furniture and fixtures, and leasehold improvements, that the
Company will not continue to utilize following the Restructuring, to
their estimated net realizable value as of the date such assets are
projected to be disposed of or abandoned by the Company, allowing for
the recognition of normal depreciation expense on such assets through
their projected disposal date. The net realizable value of these assets
was determined based on management estimates, which considered such
factors as the nature and age of the assets to be disposed of, the
timing of the assets' disposal, and the method and potential costs of
the disposal. Such estimates are subject to change.
The provision for lease obligations and terminations relates
primarily to future lease commitments on local and regional office
facilities that will be closed as part of the Restructuring. The charge
represents future lease obligations, net of projected sublease income,
on such leases past the dates the offices will be closed by the
Company, or, for certain leases, the cost of terminating the leases
prior to their scheduled expiration. Projected sublease income was
based on management estimates, which are subject to change. Cash
payments on the leases and lease terminations will occur over the
remaining lease terms, the majority of which expire prior to 2003.
During the three and six months ended June 30, 1998, cash payments
totaling approximately $0.4 million and $0.9 million, respectively,
were made for lease termination costs and charged against accrued
restructuring costs.
Through the elimination of certain local and regional
administrative operations and the consolidation of certain support
functions, the Company will eliminate approximately 1,600 net
positions, the majority of which are non-sales related positions in
local and regional offices. As a result of eliminating these positions,
the Company will involuntarily terminate an estimated 2,150 personnel.
All of the severance and benefits costs to be paid by the Company will
be paid during the remainder of 1998 and in 1999.
The Company's restructuring activity through June 30, 1998 is
as follows (in thousands):
<TABLE>
<CAPTION>
Utilization of Reserve
Initial ---------------------- Remaining
Charge Cash Non-Cash Reserve
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Fixed assets impairments $ 38,900 $ -- $ 38,900 $ --
Lease obligation costs 18,900 621 -- 18,279
Severance costs 12,700 327 -- 12,373
Other 3,500 387 3,113 --
-------- ------- -------- --------
Total $ 74,000 $ 1,335 $ 42,013 $ 30,652
======== ======= ======== ========
</TABLE>
4. PROPERTY AND EQUIPMENT AND OTHER ASSETS
Included in inventories, property and equipment, and other
non-current assets as of June 30, 1998, is approximately $30 million
of assets which are attributable to the Company's VoiceNow(R) service.
While the Company currently believes such assets are recoverable, the
ultimate recoverability of such assets is dependent upon the economic
viability of the VoiceNow service, which was introduced in Chicago
during the second quarter of 1998, as well as the extent to which
certain assets attributable to VoiceNow can be utilized for the
Company's advanced two-way messaging network. However, a substantial
portion of the assets attributable to the VoiceNow service will be
written-off as of January 1, 1999, under the provisions of Statement
of Position 98-5 discussed below.
7
<PAGE> 8
In April 1998, the Accounting Standards Executive Committee of
the American Institute of Certified Public Accountants issued Statement
of Position 98-5 "Reporting on the Costs of Start-Up Activities" (SOP
98-5), effective for years beginning after December 15, 1998. SOP 98-5
requires the expensing of all start-up costs as incurred as well as
writing off the remaining unamortized balance of capitalized start-up
costs at the date of adoption of SOP 98-5 as a cumulative effect of a
change in accounting principle. Start-up activities are defined as
those one-time activities related to opening a new facility,
introducing a new product or service, conducting business in a new
territory, conducting business with a new class of customer, or
initiating a significant new process in an existing facility. The
Company is required to adopt the provisions of SOP 98-5 effective
January 1, 1999 and will record a charge of approximately $30 million
to $35 million at that date, representing a cumulative effect of a
change in accounting principle to write-off estimated unamortized
start-up costs, including amounts attributable to VoiceNow, as of
January 1, 1999.
5. LONG-TERM OBLIGATIONS
As of June 30, 1998, the Company had $511.0 million of
borrowings outstanding under its domestic $1.0 billion revolving credit
agreement (the Credit Agreement).
6. INCOME TAX PROVISION
No provision or benefit for income taxes has been made for the
three and six months ended June 30, 1998 and 1997, as the deferred
benefit from operating losses was offset by the increase in the
valuation allowance.
7. COMMON STOCK AND NET LOSS PER SHARE
Net loss per share amounts are computed based on the weighted
average number of common shares outstanding. The number of shares used
to compute per share amounts for the three and six months ended June
30, 1998 were 103.4 million and 103.1 million, respectively. The number
of shares used to compute per share amounts for the three and six
months ended June 30, 1997 was 102.6 million. The average number of
options to purchase shares of the Company's Common Stock during the
three and six months ended June 30, 1998 were 7.5 million and 6.9
million, respectively, at exercise prices ranging from $2.67 per share
to $25.50 per share. The average number of options to purchase shares
of the Company's Common Stock during the three and six months ended
June 30, 1997 was 6.6 million at exercise prices ranging from $2.67 per
share to $26.50 per share. These stock options were not included in the
computation of diluted earnings per share because the effect of
assuming their exercise would have been antidilutive.
The Company has 275.0 million authorized shares, of which 250.0
million are Common Stock and 25.0 million are preferred stock. As of
June 30, 1998, there were no preferred shares issued or outstanding.
On May 21, 1998, the Company's shareowners approved an
amendment to its 1991 Stock Option Plan (1991 Plan) to broaden the
group of employees eligible to receive stock options under such plan to
include all employees of the Company and of its subsidiaries. On May
22, 1998, the Company granted approximately 2.1 million of options
under the 1991 Plan to certain employees at an exercise price of $13.94
per share, which represents the market price of the Company's common
stock at the date of grant.
8
<PAGE> 9
8. COMPREHENSIVE LOSS
As of January 1, 1998, the Company adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (SFAS 130), which establishes new rules for the reporting and
display of comprehensive loss and its components. SFAS 130 requires
certain items, including foreign currency translation adjustments,
which prior to adoption were reported separately in shareowners'
deficit, to be included in other comprehensive income (loss). The
adoption of SFAS 130 had no impact on the Company's net loss or
shareowners' deficit.
Comprehensive loss for the three and six months ended June 30,
1997 and 1998, is as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
1997 1998 1997 1998
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Net loss $ (47,507) $ (15,619) $ (84,821) $ (107,991)
Foreign currency
translation adjustments (88) 1,295 82 1,110
--------- --------- --------- ----------
Comprehensive loss $ (47,595) $ (14,324) $ (84,739) $ (106,881)
========= ========= ========= ==========
</TABLE>
9. STATEMENT OF CASH FLOWS INFORMATION
Cash and cash equivalents include highly liquid debt
instruments with an original maturity of three months or less. As of
June 30, 1998, cash equivalents also include investments in money
market instruments, which are carried at fair market value. Cash
payments made for interest during the six months ended June 30, 1997
and 1998, were approximately $77.2 million and $69.8 million,
respectively, net of interest capitalized during the six months ended
June 30, 1997 and 1998 of $6.0 million and $9.3 million, respectively.
There were no significant federal or state income taxes paid or
refunded for the six months ended June 30, 1997 and 1998.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in this filing which are not historical facts,
including but not limited to future capital expenditures, future borrowings,
introduction of new services, impact of Year 2000 issues on the Company's
operations, anticipated costs and expenses related to, and the timetable for,
the remediation of Year 2000 issues, expected annual recurring performance
improvements and cost savings as a result of the Restructuring, and sales
productivity increases and incremental annual increases in revenues expected to
result from the Restructuring together with associated price increases, are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth in the
forward-looking statements. Among the factors that could cause actual future
results to differ materially are competitive pressures, growth rates, new market
opportunities, supplier constraints, market conditions, timing and techniques
used in marketing by third parties, third party Year 2000 modification plans,
new technologies, and acceptance of the Company's services in the marketplace.
RESULTS OF OPERATIONS
Throughout this section the Company makes reference to earnings before
interest, income taxes, depreciation, amortization, minority interest, equity in
loss of an unconsolidated subsidiary, and restructuring charge (EBITDA). EBITDA
is a key performance measure used in the wireless messaging industry and is one
of the financial measures by which the Company's covenants are calculated under
the agreements governing its debt obligations. EBITDA is not a measure defined
in generally accepted accounting principles and should not be considered in
isolation or as a substitute for measures of performance in accordance with
generally accepted accounting principles.
The following table presents certain items in the Consolidated
Statements of Operations as a percentage of revenues from services, rent and
maintenance plus product sales less the cost of products sold (Net Revenues) for
the three and six months ended June 30, 1997 and 1998, respectively.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ---------------------------
1997 1998 1997 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net Revenues ............................... 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Services, rent and maintenance ........ 20.2(1) 22.2(1) 20.6(1) 22.1(1)
Selling ............................... 12.4(1) 9.8(1) 13.5(1) 9.5(1)
General and administrative ............ 30.5 30.7 30.8 30.3
Depreciation and amortization ......... 33.9(1) 29.1(1) 33.6(1) 30.3(1)
Restructuring charge .................. -- -- -- 15.5
--------- --------- --------- ---------
Operating income (loss) .................... 3.0 8.2 1.5 (7.7)
Net loss ................................... (23.2) (6.5) (21.3) (22.7)
EBITDA ..................................... 36.9 37.3 35.1 38.1
EBITDA for domestic operations ............. 38.1 38.6 36.3 39.3
EBITDA for core domestic operations (2) .... 39.1 40.4 38.5 40.4
</TABLE>
(1) Excluding direct costs attributable to the Company's advanced messaging
operations (primarily VoiceNow service) which was introduced during the
first quarter of 1997, services, rent and maintenance expenses, selling
expenses, and depreciation and amortization expense as a percentage of Net
Revenues were 21.9%, 9.4%, and 27.6%, respectively, for the three months
ended June 30, 1998; 20.0%, 11.6%, and 32.6%, respectively, for the three
months ended June 30, 1997; 21.9%, 9.2%, and 28.7%, respectively, for the
six months ended June 30, 1998; and 20.3%, 11.7%, and 32.9%, respectively,
for the six months ended June 30, 1997.
(2) Represents EBITDA for the Company's domestic operations, excluding its
domestic advanced messaging operations (primarily VoiceNow service) and its
Centers of Excellence.
10
<PAGE> 11
Net Revenues for the three- and six-month periods ended June 30, 1998,
were $241.3 million and $476.0 million, respectively, representing increases of
18.0% and 19.5% from $204.4 million and $398.3 million, respectively, for the
comparable periods ended June 30, 1997. Revenues from services, rent and
maintenance, which the Company considers its primary business, increased 17.8%
to $235.2 million for the three months ended June 30, 1998, compared to $199.6
million for the three months ended June 30, 1997. Services, rent and
maintenance revenues for the six months ended June 30, 1998 increased 19.7% to
$465.0 million, compared to $388.5 million for the six months ended June 30,
1997. These increases were due to continued growth in the number of units in
service with subscribers of the Company and increases in average revenue per
unit resulting from pricing initiatives and the introduction of new higher
revenue products. The number of units in service with subscribers at June 30,
1998 was 10,604,013, compared to 9,753,636 units in service with subscribers at
June 30, 1997, an increase of 8.7%. The Company's local and national
third-party resellers represented 77.6% and 63.2%, respectively, of the
Company's net unit additions for the three months ended June 30, 1998 and 1997,
and 64.1% and 65.7%, respectively, of the Company's net unit additions for the
six months ended June 30, 1998 and 1997. The Company has instituted certain
price increases for existing customers and has set appropriate minimum pricing
levels for new business. As a result of these initiatives, average revenue per
unit for the Company has increased during 1998. Average revenue per unit for
the Company's core domestic operations increased to $7.44 and $7.40,
respectively, for the three and six months ended June 30, 1998, compared to
$7.03 and $7.05, respectively, for the corresponding periods of 1997. The
Company is continuing to review its pricing structure along all lines of its
businesses and anticipates certain additional price increases; however, the
impact of any future actions cannot be determined at this time.
Product sales, less cost of products sold, and the related percentage of
Net Revenues, were relatively flat for the three and six months ended June 30,
1998, compared to the same periods in 1997. Product sales, less cost of products
sold, were $6.2 million (2.6% of Net Revenues) for the second quarter of 1998,
compared to $4.9 million (2.4% of Net Revenues) for the second quarter of 1997,
and were $11.0 million (2.3% of Net Revenues) for the first six months of 1998,
compared to $9.9 million (2.5% of Net Revenues) for the first six months of
1997.
Services, rent and maintenance expenses increased 29.6% to $53.5 million
(22.2% of Net Revenues) for the three months ended June 30, 1998, compared to
$41.3 million (20.2% of Net Revenues) for the three months ended June 30, 1997.
Services, rent and maintenance expenses increased 28.1% to $105.4 million
(22.1% of Net Revenues) for the six months ended June 30, 1998, compared to
$82.3 million (20.6% of Net Revenues) for the six months ended June 30, 1997.
The increases in services, rent and maintenance expenses and the increases as a
percentage of Net Revenues for the three and six months ended June 30, 1998
were partially attributable to an increase in telephone expenses associated
with the regulation recently enacted requiring providers of payphones be
compensated for all calls placed from payphones to toll free numbers. This
requirement increased the Company's cost of providing toll free number service
commencing in the fourth quarter of 1997. Also contributing to the increases
were increased contracted dispatch costs related to advanced messaging units
placed in service during these time periods, expenses associated with an
increase in transmitter sites, and expenses related to the Company's Spanish
subsidiary, which had not been included in the Company's consolidated results
prior to January 1, 1998.
Selling expenses decreased 7.4% to $23.5 million (9.8% of Net Revenues)
for the three months ended June 30, 1998, from $25.4 million (12.4% of Net
Revenues) for the three months ended June 30, 1997. Selling expenses decreased
16.1% to $45.0 million (9.5% of Net Revenues) for the six months ended June 30,
1998, from $53.7 million (13.5% of Net Revenues) for the six months ended June
30, 1997. The decreases in selling expenses and the decreases as a percentage
of Net Revenues for the three and six months ended June 30, 1998 resulted
partially from the decrease in certain marketing research, development costs,
and advertising expenses associated with the Company's advanced messaging
operations (primarily VoiceNow service), along with a lower amount of sales
commissions paid in conjunction with the decline in net additions in units in
service with subscribers of the Company for the three- and six-month periods
ended June 30, 1998, compared to the corresponding periods of 1997. Net
additions in units in service with subscribers of the Company for the three and
six months ended June 30, 1998 were 125,330 and 233,180, respectively, compared
to 621,141 and 1,165,864, respectively, for the three and six months ended June
30, 1997. The marketing research, development costs, and advertising expenses
associated with the Company's advanced messaging operations were $1.0 million
and $1.7 million (0.4% and 0.8% of Net Revenues), respectively, for the three
months ended June 30, 1998 and 1997, and $1.3 million and $7.2 million (0.3%
and 1.8% of Net Revenues), respectively, for the six months ended June 30, 1998
and 1997.
11
<PAGE> 12
General and administrative expenses increased 19.0% to $74.2 million
(30.7% of Net Revenues) for the second quarter of 1998, compared to $62.3
million (30.5% of Net Revenues) for the corresponding period of 1997. General
and administrative expenses increased 17.5% to $144.2 million (30.3% of Net
Revenues) for the first six months of 1998, compared to $122.7 million (30.8% of
Net Revenues) for the same period of 1997. The increases in general and
administrative expenses for the three and six months ended June 30, 1998 were
primarily related to expenses incurred to support the growth in the number of
units in service with subscribers of the Company and non-capitalized costs
associated with the establishment of the Company's Centers of Excellence.
Depreciation and amortization expense increased 1.5% to $70.3 million
(29.1% of Net Revenues) for the three months ended June 30, 1998, compared to
$69.3 million (33.9% of Net Revenues) for the three months ended June 30, 1997.
Depreciation and amortization expense increased 7.8% to $144.2 million (30.3%
of Net Revenues) for the six months ended June 30, 1998, compared to $133.7
million (33.6% of Net Revenues) for the six months ended June 30, 1997. The
increases in depreciation and amortization expense for the three and six months
ended June 30, 1998 were primarily attributable to the increase in the number of
subscriber devices owned by the Company and leased to subscribers, the expansion
of the nationwide transmission networks, and the increase in computer and
wireless messaging equipment used by the Company in its operations.
The Company recorded a restructuring charge of $74.0 million during the
quarter ended March 31, 1998, as a result of a reorganization of the
Company's administrative and certain key support functions. See further
discussion in Note 3 to the Consolidated Financial Statements.
As a result of the above factors, EBITDA increased 19.5% to $90.1 million
(37.3% of Net Revenues) for the second quarter of 1998, compared to $75.4
million (36.9% of Net Revenues) for the corresponding period in 1997. For the
six months ended June 30, 1998, EBITDA increased 29.9% to $181.4 million (38.1%
of Net Revenues) compared to $139.7 million (35.1% of Net Revenues) for the
same period of 1997. EBITDA and EBITDA as a percentage of Net Revenues were
negatively impacted by the Company's international operations, advanced
messaging operations (primarily VoiceNow service), and the formation of the
Centers of Excellence. Excluding the Company's international operations,
advanced messaging operations, and the formation of the Centers of Excellence,
EBITDA for the Company's core domestic operations increased 20.9% to $95.9
million (40.4% of Net Revenues) for the second quarter of 1998, compared to
$79.3 million (39.1% of Net Revenues) for the second quarter of 1997. Excluding
the Company's international operations, advanced messaging operations, and the
formation of the Centers of Excellence, EBITDA for the Company's core domestic
operations increased 24.4% to $189.2 million (40.4% of Net Revenues) for the
first six months of 1998, compared to $152.1 million (38.5% of Net Revenues) for
the corresponding period of 1997.
Interest expense, net of amounts capitalized, was relatively flat for the
three and six months ended June 30, 1998, compared to the same periods of 1997.
Interest expense, net of amounts capitalized, was $36.8 million for the second
quarter of 1998, compared to $38.6 million for the second quarter of 1997.
Interest expense, net of amounts capitalized, was $73.5 million for the first
six months of 1998, compared to $76.5 million for the corresponding period of
1997.
On May 14, 1997, the Company redeemed all $200.0 million of its
outstanding 11.75% Senior Subordinated Notes (11.75% Notes), utilizing funds
borrowed under the Company's Credit Agreement. The Company recorded an
extraordinary loss of $15.5 million in the second quarter of 1997 on the early
retirement of the 11.75% Notes. The extraordinary loss was comprised of the
redemption premium of $11.8 million and the write-off of unamortized issuance
costs of $3.7 million.
12
<PAGE> 13
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations and expansion into new markets and product lines
have required substantial capital investment for the development and
installation of wireless communications systems and for the procurement of
various types and brands of pagers (subscriber devices) and related equipment.
Furthermore, the Company is currently in the process of building an advanced
two-way wireless network over which it can deploy new enhanced messaging
services and customized wireless information. Capital expenditures (excluding
payments for spectrum licenses) for the three and six months ended June 30,
1998, were $44.5 million and $87.7 million, respectively, compared to $106.1
million and $209.1 million, respectively, for the corresponding periods of 1997.
For the first six months of 1998, capital expenditures were funded by net
cash provided by operating activities of $118.0 million.
Capital expenditures related to the Company's core domestic operations
decreased from $61.7 million and $142.8 million, respectively, for the three and
six months ended June 30, 1997, to $23.5 million and $52.4 million,
respectively, for the three and six months ended June 30, 1998. The decreases in
core domestic capital expenditures in 1998 were primarily due to a reduction in
the Company's network-related expenditures pertaining to geographic coverage and
capacity expansion. The Company believes it offers competitive geographic
coverage and further expansion will be undertaken as it deems appropriate. The
Company has also instituted programs to utilize subscriber devices more
effectively and to more closely control subscriber device capital expenditures,
including efficiencies established in the logistics management of the subscriber
device ordering process.
The Company's capital expenditures related to the buildout of the advanced
two-way network decreased from $42.3 million and $63.3 million, respectively,
for the three and six months ended June 30, 1997, to $7.5 million and $17.0
million, respectively, for the three and six months ended June 30, 1998. The
Company expects to expend an additional $60 million to $85 million during the
remainder of 1998 and 1999 to achieve nationwide coverage with its advanced
two-way network. Additional capital expenditures for the advanced two-way
network will be determined based on the success of new products launched on this
platform.
The amount of capital expenditures may fluctuate from quarter to quarter
and on an annual basis due to several factors; however, the Company anticipates
the total amount of capital expenditures in 1998 (including capital expenditures
made in connection with the Company's expansion of its two-way advanced network
and to establish the Centers of Excellence in connection with the Company's
Restructuring) to be relatively consistent with the amount incurred in 1997.
During April 1996, the Company concluded its participation in a Federal
Communications Commission auction of specialized mobile radio (SMR) frequency
licenses, and ultimately acquired rights to two to four blocks of two-way
spectrum in markets across the United States for a purchase price of $45.6
million. The Company is in the process of purchasing exclusive rights to certain
of these SMR frequencies from incumbent operators. The total cost of the
investment will be approximately $230 million (including the $45.6 million
auction purchase price), of which $109 million, $93 million, and $5 million,
respectively, was paid in 1996, 1997, and the first six months of 1998.
Under the Credit Agreement, the Company is able to borrow, provided it
meets certain financial covenants, the lesser of $1.0 billion or an amount based
primarily upon the Company's EBITDA for the most recent quarter. As of June 30,
1998, the Company had $511.0 million of borrowings outstanding under the Credit
Agreement and, under the terms of the Credit Agreement, an additional $489.0
million was available for borrowings as of that date. As of August 3, 1998, the
Company had $539.0 million of borrowings outstanding under its Credit Agreement.
Based on current and projected levels of EBITDA, the Company expects its maximum
available borrowings under the Credit Agreement to remain at $1.0 billion until
such maximum borrowings are permanently reduced beginning on June 30, 2001. The
Credit Agreement expires on December 31, 2004.
The two credit agreements of the Company's Canadian subsidiaries provide
for total borrowings of approximately $72 million. As of June 30, 1998,
approximately $43 million of borrowings were outstanding under the credit
facilities. Additional borrowings are available under these facilities, provided
such borrowings are either collateralized or certain
13
<PAGE> 14
financial covenants are met. Maximum borrowings which may be outstanding under
the credit facilities begin reducing on March 31, 2001, and both credit
agreements expire on December 31, 2004.
Free cash flow, defined as EBITDA after capital expenditures (excluding
payments for spectrum licenses) and debt service, for the Company's core
domestic operations was $56.4 million and $104.0 million, respectively, for the
three and six months ended June 30, 1998. Free cash flow is not a measure
defined in generally accepted accounting principles and should not be considered
in isolation or as a substitute for a measure of performance in accordance with
generally accepted accounting principles. The deficiency in free cash flow for
the Company's core domestic operations for the three and six months ended June
30, 1997 was $7.0 million and $40.6 million, respectively. Free cash flow for
the Company's consolidated operations was $9.4 million and $21.1 million,
respectively, for the three and six months ended June 30, 1998, compared to a
deficiency of $68.5 million and $144.0 million, respectively, for the same
periods of 1997. The improvements in free cash flow in 1998 were primarily the
result of a decrease in capital expenditures and an increase in EBITDA in the
Company's core domestic operations, as previously noted. Payments for spectrum
licenses totaled $0.5 million and $19.1 million, respectively, for the three
months ended June 30, 1998 and 1997, and $4.5 million and $66.3 million,
respectively, for the six months ended June 30, 1998 and 1997. The amount of
capital expenditures and spectrum purchases may fluctuate from quarter to
quarter and on an annual basis due to several factors.
RESTRUCTURING
On February 8, 1998, the Company's Board of Directors approved the
Restructuring. As part of the Restructuring, the Company is reorganizing its
operations to expand its sales organization and eliminate redundant
administrative operations by consolidating certain key support functions. The
Company expects to eliminate approximately 1,600 positions, net of positions
added, through the consolidation of redundant administrative operations and key
support functions today located in offices throughout the country into the
Centers of Excellence. The Company expects to realize annual recurring
performance improvements and cost savings of $45 million to $55 million when the
Restructuring is completed in 1999. Additionally, the Company presently
estimates that the Restructuring will result in sales productivity increases
that, together with associated price increases, will total approximately $75
million in incremental annual revenues upon its completion. As a result of the
Restructuring, the Company recorded a charge of $74.0 million during the quarter
ended March 31, 1998, as discussed in Note 3 to the Consolidated Financial
Statements.
VOICENOW
The Company introduced its VoiceNow service in Dallas/Fort Worth, Atlanta,
and Sacramento during 1997. The VoiceNow service did not meet the Company's
original expectations in those markets. The Company introduced the VoiceNow
service in Chicago under a revised strategy in the second quarter of 1998. The
Company believes that, based on the foreseeable growth in its existing services
and the potential for future services, substantially all of the spectrum and
advanced two-way network constructed for its VoiceNow service can be utilized
for non-VoiceNow services, including existing services and new advanced
information offerings and messaging services.
Included in inventories, property and equipment, and other non-current
assets as of June 30, 1998, is approximately $30 million of assets which are
attributable to the Company's VoiceNow service. While the Company currently
believes such assets are recoverable, the ultimate recoverability of such assets
is dependent upon the economic viability of the VoiceNow service, as well as the
extent to which certain assets attributable to VoiceNow can be utilized for the
Company's advanced two-way messaging network.
YEAR 2000
Year 2000 issues affects virtually all companies and organizations
throughout the world. Many existing computer programs were designed and
developed to use and store only two digits to identify a calendar year, without
considering the capability of properly recognizing the upcoming change in the
century. If not corrected by January 1, 2000, the Company could potentially
experience system failures or interruptions, such as a temporary inability to
deliver paging transmissions, system generation of erroneous data, or other
disruptions of normal business operations.
The Company has implemented a task force and developed a comprehensive plan
to address Year 2000 issues, and is utilizing both internal and external
resources to identify, renovate, and test its systems. The Company has
identified the status of its computer applications and systems with reference to
the Year 2000 issues. Many applications are currently Year 2000 compliant, and
those that are not have been earmarked for retirement, replacement, or
remediation. The Company is in the process of testing both its software
application systems, and its embedded systems, such as its paging terminals and
paging network. To date, some of the Company's systems have either been fully
tested or partially tested, while other systems are scheduled to be tested.
14
<PAGE> 15
The Company is working with Motorola, Inc., Glenayre Technologies, Inc.,
and other primary vendors that currently supply the Company with subscriber
devices, wireless messaging terminals, and network facilities, to assess their
Year 2000 readiness. To date, confirmations have been received from the
Company's primary processing vendors indicating that plans are being implemented
to address Year 2000 issues. There can be no assurance that such third parties
on which the Company's business relies will successfully remediate their systems
on a timely basis. Therefore, the Company is currently developing contingency
plans to mitigate the impact of potential third party system failures related to
Year 2000 issues.
The Company anticipates its total costs associated with correcting the Year
2000 problems, including the expenses necessary to remediate the Company's
existing systems and costs related to ensuring third party Year 2000 compliance,
will not have a material adverse effect on the Company's business, financial
position, or results of operations. In addition, in connection with the
Restructuring, the Company is currently in the process of replacing all of its
core systems for its new Centers of Excellence at an estimated cost of
approximately $80 million to $90 million, which will be capitalized in
accordance with the Company's existing asset capitalization policies. Prior to
implementing the new core systems, the Company will test these systems for Year
2000 compliance.
The cost of the Company's Year 2000 project and the timetable on which the
Company believes it will complete this project are based on management's best
estimates and include assumptions regarding third party modification plans.
However, in particular, due to the potential impact of third party modification
plans, there can be no assurance that these estimates and this timetable will be
achieved, and actual results could differ materially from those anticipated. The
Company's business, financial position, or results of operations could be
materially adversely affected by the failure of its computer systems and
applications, or those operated by third parties, to properly operate or manage
dates beyond 1999.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" (SFAS 131). The Company
will initially adopt SFAS 131 in its 1998 annual financial statements. SFAS
131 supersedes Statement of Financial Accounting Standards No. 14, "Financial
Reporting for Segments of a Business Enterprise," and requires that a public
company report annual and interim financial and descriptive information about
its reportable operating segments pursuant to criteria that differ from
current accounting practice. Operating segments, as defined, are components of
an enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision-maker in deciding how to
allocate resources and in assessing performance. Because this statement
addresses how supplemental financial information is disclosed in annual and
interim reports, the adoption of SFAS 131 will have no impact on the Company's
financial statements, but may require the disclosure of segment information.
In March 1998, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of
Position 98-1, "Accounting for the Costs of Computer Software Developed For or
Obtained for Internal Use" (SOP 98-1). SOP 98-1 requires the capitalization of
certain costs of developing or acquiring computer software for internal use.
The Company will be required to adopt the provisions of SOP 98-1 effective
January 1, 1999; however, the adoption is not expected to have a material
impact on the Company's results of operations or financial position as the
Company's current policy for accounting for the costs of developing or
acquiring computer software for internal use is generally consistent with the
provisions of SOP 98-1.
15
<PAGE> 16
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is involved in various lawsuits arising in the
normal course of business. In management's opinion, the ultimate outcome
of these lawsuits will not have a material adverse effect on the
Company's business or consolidated financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 21, 1998, the Company held its Annual Meeting of
Shareowners, at which all of the matters listed below were approved.
(a) Mr. John P. Frazee, Jr. was elected as a Class I
Director for a three year term to expire in 2001
(89,196,345 voting for and 283,691 withholding
authority). Mr. John S. Llewellyn, Jr. was elected as a
Class I Director for a three year term to expire in 2001
(89,190,590 voting for and 289,446 withholding
authority).
(b) The adoption of an amendment to the Company's 1991 Stock
Option Plan to broaden the group of employees to be
eligible to receive stock options under such plan to
include all employees of the Company and of its
subsidiaries was approved (73,301,451 voting for,
15,991,300 voting against, and 187,285 abstaining or not
voting).
As of the record date of March 23, 1998, there were 103,309,788
shares of the Company's Common Stock issued and outstanding and entitled
to vote.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
The exhibits listed on the accompanying index to exhibits are
filed as part of this quarterly report.
(b) Reports on Form 8-K.
None.
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
PAGING NETWORK, INC.
Date: August 11, 1998 By:/s/ JOHN P. FRAZEE, JR.
-------------------------------------------
John P. Frazee, Jr.
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 11, 1998 By:/s/ MARK A. KNICKREHM
-------------------------------------------
Mark A. Knickrehm
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
17
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------- -----------
<S> <C>
3.1 Restated Certificate of Incorporation of the Registrant, as
amended (1)
3.3 By-laws of the Registrant, as amended (1)
4.1 Articles Sixth, Seventh, Eighth, Twelfth, and Thirteenth of the
Restated Certificate of Incorporation of the Registrant, as
amended (1)
4.2 Articles II, III, and VII and Section I of Article VIII of the
Registrant's By-laws, as amended (1)
4.3 Form of Indenture (2)
4.4 Article V, Sections I, VI, and VII of the Registrant's By-Laws, as
amended (3)
10.1 1982 Incentive Stock Option Plan, as amended and restated (1)
10.2 Form of Stock Option Agreement executed by recipients of options
granted under the 1982 Incentive Stock Option Plan (1)
10.3 Form of Management Agreement executed by recipients of options
granted under the 1982 Incentive Stock Option Plan (1)
10.4 Form of Vesting Agreement executed by recipients of options
granted under the 1982 Incentive Stock Option Plan (1)
10.5 Form of Stock Option Agreement executed by recipients of options
granted under the 1991 Stock Option Plan (1)
10.6 Form of Indemnification Agreement executed by recipients of
options granted under the 1991 Stock Option Plan (1)
10.7 Form of First Amendment to Vesting Agreement executed by
recipients of options granted under the 1982 Incentive Stock
Option Plan (1)
10.8 Form of First Amendment to Management Agreement executed by
recipients of options granted under the 1982 Incentive Stock
Option Plan (1)
10.9 Amended and Restated Credit Agreement dated as of May 2, 1995
among the Registrant, NationsBank of Texas, N.A., Toronto Dominion
(Texas), Inc., The First National Bank of Boston, and certain
other lenders (3)
10.10 Amendment No. 1 dated as of December 12, 1995 to the Amended and
Restated Credit Agreement dated as of May 2, 1995 among the
Registrant, NationsBank of Texas, N.A., Toronto Dominion (Texas),
Inc., The First National Bank of Boston, and certain other
lenders (4)
</TABLE>
18
<PAGE> 19
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------- -----------
<S> <C>
10.11 Second Amended and Restated Credit Agreement dated as of June 5,
1996, among the Registrant, NationsBank of Texas, N.A., Toronto
Dominion (Texas), Inc., The First National Bank of Boston, Chase
Securities Inc., and certain other lenders (5)
10.12 Loan Agreement dated as of June 5, 1996 among Paging Network of
Canada Inc., The Toronto-Dominion Bank, and such other financial
institutions as become banks (5)
10.13 Loan Agreement dated as of June 5, 1996 among Madison
Telecommunications Holdings, Inc., The Toronto-Dominion Bank, and
such other financial institutions as become banks (5)
10.14 1997 Restricted Stock Plan as approved by shareowners on May 22,
1997 (6)
10.15 Employment Agreement dated as of August 4, 1997 among the
Registrant and John P. Frazee, Jr. (7)
10.16 First Amendment dated April 18, 1997 to the Loan Agreement dated
as of June 5, 1996 among Paging Network of Canada Inc., The
Toronto-Dominion Bank, and such other financial institutions as
become banks (8)
10.17 First Amendment dated April 18, 1997 to the Loan Agreement dated
as of June 5, 1996 among Madison Telecommunications Holdings,
Inc., The Toronto-Dominion Bank, and such other financial
institutions as become banks (8)
10.18 1992 Director Compensation Plan, as amended and restated on April
22, 1998 (9)
10.19 Amended and Restated 1991 Stock Option Plan as approved by
shareowners on May 21, 1998 (9)
10.20 Letter dated May 26, 1998 regarding Second Amendments effective
March 31, 1998 to the Loan Agreements dated as of June 5, 1996:
(1) among Paging Network of Canada Inc., The Toronto-Dominion
Bank, and such other financial institutions as become banks (2)
among Madison Telecommunications Holdings, Inc., The
Toronto-Dominion Bank, and such other financial institutions as
become banks (9)
12 Ratio of Earnings to Fixed Charges for the three and six months
ended June 30, 1997 and 1998 (9)
27 Financial Data Schedule (9)
</TABLE>
------------------------------------------------------------
(1) Previously filed as an exhibit to Registration
Statement No. 33-42253 on Form S-1 and
incorporated herein by reference.
(2) Previously filed as an exhibit to Registration
Statement No. 33-46803 on Form S-1 and incorporated
herein by reference.
19
<PAGE> 20
(3) Previously filed as an exhibit to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1995.
(4) Previously filed as an exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(5) Previously filed as an exhibit to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1996.
(6) Previously filed as an exhibit to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1997.
(7) Previously filed as an exhibit to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1997.
(8) Previously filed as an exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(9) Filed herewith.
20
<PAGE> 1
EXHIBIT 10.18
PAGING NETWORK, INC.
1992 DIRECTOR COMPENSATION PLAN
(AS AMENDED AND RESTATED APRIL 22, 1998)
1. PURPOSE. The purpose of this Plan is to advance the interests of
PAGING NETWORK, INC. (the "Company") by providing an opportunity for
non-employee directors of the Company to purchase Common Stock of the Company
through the exercise of options granted under the Plan and, on an elective
basis, to (i) receive grants of options on shares or shares in lieu of directors
fees, and (ii) defer receipt of director fees until a date, and in a manner,
determined by each director.
2. EFFECTIVE DATE. This 1992 Stock Option Plan for Directors (the
"Plan") became effective on May 21, 1992 (the "Effective Date"), the date it was
adopted by the Board of Directors of the Company (the "Board") and approved by
the stockholders of the Company. The Plan was amended and restated by the Board
on January 9, 1997, subject to stockholder approval, which was given on May 22,
1997, and was further amended by the Board on December 10, 1997 and April 22,
1998.
3. STOCK SUBJECT TO THE PLAN. Awards of Common Stock and options to
purchase shares of the $.01 par value common stock of the Company ("Common
Stock") may be granted under the Plan. At no time shall the number of shares of
Common Stock then outstanding which are attributable to the grant of shares
under the Plan or the exercise of options granted under the Plan plus the number
of shares then issuable upon exercise of outstanding options granted under the
Plan exceed 750,000 shares, subject, however, to the adjustment provisions of
Paragraph 9 of the Plan. Any shares subject to an option which for any reason
expires or is terminated unexercised as to such shares may again be the subject
of an option under the Plan. The shares delivered under the Plan may, in whole
or in part, be either authorized but unissued shares or issued shares reacquired
by the Company.
4. OPTIONS.
(a) Nonelective Grants.
(i) Initial Election. On the day of a person's initial
election as a director, each eligible director who is not an
employee of the Company shall receive an option to purchase 45,000
shares of Common Stock.
(ii) Subsequent Grants. On the day immediately following the
date on which an eligible director's most recently granted option
under this Plan (other than as an Elective Grant, defined in
subsection (b) below) has become exercisable in full, such director
shall receive a further option to purchase 45,000 shares of Common
Stock.
<PAGE> 2
(b) Elective Grants.
(i) Grant & Conditions Thereto. Subject to the following
qualifications, any eligible director shall receive a grant under
the Plan of either (x) that whole number of shares of Common Stock
having a fair market value equal to or most nearly approaching the
amount of the director's annual retainer and meeting fees, as the
case may be, as and when otherwise payable in cash or (y) an option,
granted on the second Monday of January beginning in January, 1997,
to purchase that whole number of shares of Common Stock resulting in
an option having a value, determined under the method and
assumptions for valuing options most recently employed for purposes
of the Company's annual proxy statement to stockholders, equal to or
most nearly approaching the amount of the director's annual retainer
fee for the year and the meetings fees payable to the director
assuming his attendance at each of the Board meetings, and meetings
of committees of the Board of which he is a member, for the coming
year. Grants of shares or options pursuant to this Section 4(b) are
here referred to as "Elective Grants."
(ii) Election Procedures. To receive an Elective Grant with
respect to any calendar year's retainer and meetings fees, a
director must elect in writing to receive shares or options in lieu
of the Company's payment in cash of the directors' annual retainer
and meeting fees for such year. Any such election shall be made by
written notice to the Company to forego any cash payment of the
retainer and meeting fees taken into consideration in determining
the number of shares subject to such Grant, such notice to be given
prior to the beginning of that calendar year (or on or prior to May
22, 1997, in the case of Elective Grants to otherwise be made in
respect of 1997). Such election shall not affect his or her right to
cash compensation in accordance with the Company's director
compensation policies as in effect from time to time for any number
of Board or committee meetings attended in a calendar year in excess
of the number taken into account in determining the number of shares
subject to an Elective Grant in option form made to the director in
January of that year. Such election shall specify whether the
director wishes to receive an Elective Grant of shares, or of
options, as provided above. Combinations of shares and options for
the same calendar year are not permitted. Each such election shall
be irrevocable as to a calendar year once that year begins, except
that in the event the stockholders should fail to approve this
amended and restated Plan, all such elections shall be immediately
revoked and the director promptly paid in cash any fees theretofore
withheld pursuant to such election. Any such election may be of
continuing effect, i.e., to carry over from year to year, until
revoked as to a year or years subsequent to the year in which
revoked.
(c) Effect of Lack of Shares. In the event that on any date on
which shares or options are to be granted hereunder, there is not a sufficient
number of shares available to implement fully the grants then to be made, then
each such director entitled
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to a grant at such time shall receive a pro rata portion of the grant
contemplated by the preceding provisions. In addition, if the grants which are
to be made but cannot be fully implemented are Elective Grants, then the
director's agreement to forego fees shall be deemed automatically revoked to the
same extent.
5. ADMINISTRATION. The Plan shall be administered by the Stock
Option/Compensation Committee of the Board (the "Committee"). The members of the
Committee shall be elected by the Board, which shall have the discretion to
remove any member of the Committee for any reason. Subject to the provisions of
the Plan, the Committee shall have full power to construe and interpret the Plan
and to establish, amend and rescind rules and regulations for its
administration. Any decisions made with respect thereto shall be final and
binding on the Company, any director receiving grants hereunder and all other
persons.
6. DURATION OF THE PLAN. This Plan shall terminate on January 20, 2002
unless terminated earlier pursuant to Paragraph 10, and no options or shares may
be granted thereafter.
7. ELIGIBILITY. Any person who is a director of the Company and who is
not an employee of the Company and who has not been an employee of the Company
during the 24 months preceding the date of grant is eligible to have an option
granted to him or her and to elect to receive Elective Grants.
8. TERMS AND CONDITIONS OF OPTIONS. Options granted under the Plan
shall be evidenced by stock option agreements in such form and containing such
terms and conditions as the Committee shall determine; provided, however, that
such agreements shall evidence among their terms and conditions the following:
(a) Price. The purchase price per share of Common Stock payable upon
the exercise of each option granted hereunder shall be 100% of the fair market
value of the stock on the day the option is granted or, in the event there is no
fair market value available on the day the option is granted, on the date next
following the day the option is granted for which a fair market value is
available.
(b) Number of Shares. Each option agreement shall specify the number
of shares to which it pertains.
(c) Exercise of Options. In general, each option grant shall be
exercisable for the full amount or for any part thereof and at such intervals or
in such installments as the Committee may determine at the time it grants such
option; provided, however, that no option shall be exercisable with respect to
any shares later than ten years after the date of the grant of such option.
However, Elective Grants of options shall become exercisable as to one-twelfth,
two-twelfths, and so on, of the number of shares covered by each such Grant (or
the nearest lower number of whole shares, if less) on the last day of the first
through twelfth calendar months to end subsequent to the date such Grant was
made (including the January in which such grant was made). Notwithstanding
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the foregoing, no option grant pursuant to this amended and restated Plan,
Elective Grant or otherwise, may be exercised until the shareholders of the
Company shall have approved this amended and restated Plan.
(d) Notice of Exercise and Payment. An option shall be exercisable
only by delivery of a written notice to the Company's Treasurer or any other
officer of the Company designated by the Committee to accept such notices on its
behalf, specifying the number of shares for which it is exercised. If shares to
be purchased are not at that time effectively registered under the Securities
Act of 1933, as amended, the optionee shall include with such notice a letter,
in form and substance satisfactory to the Company, confirming that the shares
are being purchased for the optionee's own account for investment and not with a
view to distribution and acknowledging the consequences for resale of absence of
registration. Payment shall be made in full at the time the option is exercised.
Payment shall be made by (i) check, (ii) if permitted by the Committee and
stated in the option agreement, by delivery and assignment to the Company of
shares of Common Stock having a value equal to the option price, (iii) if
permitted by the Committee, by delivery of a written notice stating that a
market sell order has been placed with a broker with respect to shares of Common
Stock issuable upon exercise of the option and that the broker has been directed
to pay a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the aggregate exercise price of the option or the portion
thereof so exercised, or (iv) by a combination of (i) and (ii). The value of the
Common Stock for such purpose shall be its fair market value as of the date the
option is exercised, as determined in accordance with procedures to be
established by the Committee.
(e) Withholding Taxes; Delivery of Shares. The Company's obligation
to deliver shares of Common Stock under the Plan or upon exercise of an option,
in whole or in part, shall be subject to the optionee's satisfaction of all
applicable federal, state and local tax withholding obligations.
(f) Non-Transferability. No option shall be transferable by the
optionee otherwise than by will or the laws of descent and distribution, and
each option shall be exercisable during the optionee's lifetime only by the
optionee (or the optionee's guardian or legal representative).
(g) Termination of Options. Each option agreement shall contain
provisions for the termination of the options granted thereunder if the optionee
ceases for any reason to be a director of the Company no more favorable to the
optionee than the following:
(i) if the optionee ceases to be a director of the Company
for any reason other than disability or death, he may at any time
within a period of three months after he ceased to be a director
exercise each of his options to the extent that the option was
exercisable by him on the date on which he ceased to be a director;
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(ii) if the optionee ceases to be a director of the Company
because of disability within the meaning of Section 22(e)(3) of the
Code, he may at any time within a period of one year after such
termination exercise his option to the extent that the option was
exercisable by him on the date he ceased to be a director; and
(iii) if the optionee dies at a time when he might have
exercised the option, then his estate, personal representative or
beneficiary to whom it has been transferred pursuant to Paragraph
8(f) hereof may, at any time within a period of one year after the
optionee's death, or the termination of the option pursuant to this
Plan, whichever is earlier, exercise it to the extent the optionee
might have exercised it at the time of his death.
(h) Rights as Stockholder. An optionee shall have no rights as a
stockholder with respect to any shares covered by his option until the date the
option has been exercised and the full purchase price for such shares has been
received by the Company.
9. STOCK DIVIDENDS; STOCK SPLITS; STOCK COMBINATIONS;
RECAPITALIZATIONS. Appropriate adjustment shall be made in the maximum number of
shares of Common Stock subject to the Plan and in the number, kind, and option
price of shares covered by outstanding options granted hereunder to give effect
to any stock dividends, stock splits, stock combinations, recapitalization, and
other similar changes in the capital structure of the Company after the
effective date of the Plan.
10. MERGER; SALE OF ASSETS; DISSOLUTION. Notwithstanding anything to
the contrary contained in this Plan, in the event of a "Change of Control," as
defined herein, every option outstanding hereunder will become immediately
exercisable in full. In the event of a change in the Common Stock resulting from
a merger or similar reorganization, the number and kind of shares which
thereafter may be optioned and sold under the Plan and the number and kind of
shares then subject to options granted hereunder and the price per share thereof
will be appropriately adjusted, in such manner as the Committee may deem
equitable, to prevent substantial dilution or enlargement of the rights
available or granted hereunder.
A "Change of Control" shall be deemed to have occurred if the event
set forth in any one of the following paragraphs shall have occurred:
(a) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of PageNet representing 35% or more of the combined
voting power of PageNet's then outstanding securities (not including in such
securities beneficially owned by such Person any securities acquired directly
from PageNet), other than any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (i) of paragraph (c) below; or
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(b) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who on the date
hereof constitute the Board, and any new director whose appointment or election
by the Board or nomination for election by PageNet's shareowners was approved or
recommended by at least two-thirds (2/3) of the directors then still in office
who either were directors on the date hereof or whose appointment, election or
nomination for election was previously so approved or recommended (other than a
new director whose initial assumption of office is in connection with an actual
or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of PageNet); or
(c) there is consummated a merger or consolidation of PageNet or any
direct or indirect subsidiary of PageNet with any other corporation, other than
(i) a merger or consolidation which would result in the voting securities of
PageNet outstanding immediately prior to such merger or consolidation continuing
to represent, in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of PageNet, at least
65% of the combined voting power of the securities of PageNet or such surviving
entity or any parent thereof outstanding immediately after such merger or
consolidation (either by remaining outstanding or by being converted into voting
securities of the surviving entity or parent thereof), or (ii) a merger or
consolidation effected to implement a recapitalization of PageNet, or similar
transaction, in which no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of PageNet representing 35% or more of the combined
voting power of PageNet's then outstanding securities (not including in the
securities Beneficially Owned by such Person any securities acquired directly
from PageNet); or
(d) the shareowners of PageNet approve a plan of complete
liquidation or dissolution of PageNet or there is consummated an agreement for
the sale or disposition by PageNet of all or substantially all of PageNet's
assets, other than a sale or disposition by PageNet of all or substantially all
of the PageNet's assets to an entity, at least 65% of the combined voting power
of the outstanding securities of which are owned by shareowners of PageNet in
substantially the same proportions as their ownership of PageNet immediately
prior to such sale.
Notwithstanding the foregoing, a "Change of Control" shall not be
deemed to have occurred by virtue of the consummation of any transaction or
series of integrated transactions immediately following which the record holders
of the Common Stock of PageNet immediately prior to such transaction or series
of transactions continue to have substantially the same proportionate ownership
in an entity which owns all or substantially all of the assets of PageNet
immediately following such transaction or series of transactions.
For purposes of this Section 10, (a) "Person" shall mean any person
or entity other than (1) any employee plan established by PageNet, (2) PageNet
or any of its affiliates (as defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), (3) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (4) a corporation owned, directly
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or indirectly, by shareowners of PageNet in substantially the same proportions
as their ownership of PageNet and (b) "Beneficial Owner" shall have the meaning
set forth in Rule 12d-3 under the Exchange Act.
11. TERMINATION OR AMENDMENT OF PLAN.
(a) The Board may at any time terminate the Plan, or make such
changes in or additions to the Plan as it deems advisable without further action
on the part of the stockholders of the Company, provided: (i) that no such
termination or amendment shall adversely affect or impair any then outstanding
option or any shares at the time subject to options without the consent of the
optionee holding such option; (ii) no amendment shall adversely affect any
director's or beneficiary's rights to any director compensation deferred under
this Plan, without his consent, with respect to amounts credited prior to such
amendment; and (iii) that any such amendment which requires stockholder approval
in order to comply with applicable provisions of the Code, rules promulgated
pursuant to Section 16 of the Exchange Act, applicable state law, or NASD or
exchange listing requirements shall be subject to approval by the stockholders
of the Company within one year from the effective date of such amendment and
shall be null and void if such approval is not obtained.
(b) Upon termination of the Plan, the remaining balance of the
directors' Deferred Compensation Accounts (as defined in Section 13 below) shall
be paid to the directors (or to their respective beneficiaries, as the case may
be), in lump sums as soon as practicable but no more than thirty (30) days
following the termination of the Plan.
12. DEFERRED ELECTIONS. Upon a director's election to the Board (or on
or prior to May 22, 1998, in the case of Deferral Elections to be made in
respect of 1998), and on or prior to the first day of each fiscal year of the
Company thereafter until a director ceases to be a director of the Company, each
director shall execute and file an annual election document (the "Deferral
Election") with the Treasurer of the Company, specifying whether or not such
director's annual retainer and meeting compensation for the year for which the
election is to be effective is to be deferred and if so, the investment option
to which the deferral shall be credited and the form, method and timing of
distribution of the deferrals. The Deferral Election shall control the
distribution of all amounts deferred pursuant to the Deferral Election and shall
be irrevocable as to such amounts. A Deferral Election must be made for each
year a director remains a director of the Company. Directors electing to defer
annual retainer and meeting compensation for any year may not make an election
under Section 4(b) of the Plan for such year, and any prior election made under
Section 4(b) shall have no effect on such deferred amounts. If a director fails
to execute and file a Deferral Election for any year, the director's annual
retainer and meeting compensation for that year would be paid to him as earned,
without deferral, pursuant to his election under Section 4(b) of the Plan.
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(a) Deferrals shall be no less than one hundred percent (100%) of
all compensation payable to a director in the year he elects to defer. In
addition, each director shall elect in his Deferral Election the percent of the
deferral that shall be credited among the deferral options (the "Deferred
Options") described below:
(i) credits ("Investment Fund Credits") equivalent to
amounts invested in such investment fund that is selected by the
Committee for this purpose, or in any other or additional fund or
funds as the Committee shall determine (each an "Investment Fund,"
and together the "Investment Funds"); and
(ii) share units ("Share Units"), a unit equivalent to a
share of Common Stock of the Company (the "Common Stock").
Directors may elect to transfer their deferred compensation from one
Deferral Option to a different Deferral Option, including transferring
Investment Fund Credits from one Investment Fund to a different Investment Fund;
provided, however, that in no event may any such election become effective
sooner than six (6) months following the effective date of any prior transfer
election. A transfer election pursuant to this Subsection 12(a) shall be made in
the form of a document prescribed by the Committee to be executed by the
director and filed with the Treasurer of the Company.
Notwithstanding the foregoing, the Committee may, from time to time,
discontinue any of the Investment Funds described in clause (i) above. In such
event, each director shall execute an election in the form of a document
prescribed by the Committee and filed with the Treasurer of the Company, to
transfer the amounts deferred in the discontinued Investment Fund to such other
Deferral Options as the Committee shall make available at such time. In the
event that the director shall fail to timely elect a new Deferral Option, such
amounts shall be transferred to a Deferral Option that the Committee deems
appropriate.
(b) Directors shall elect on the Deferral Election the form, method
and timing of distribution of amounts deferred hereunder. Distributions under
this Section 12 shall begin as soon as practicable following the date specified
in each director's Deferral Election, but may not begin earlier than thirty (30)
days after the date on which a director ceases to be a director for any reason;
provided, however, that in no event may distribution commence later than thirty
(30) days after the date on which a director attains age seventy (70). Such
payment shall be made, pursuant to the director's election in the Deferral
Election, (i) in the form of a lump-sum payment or (ii) in substantially equal
annual installments over a period not to exceed fifteen (15) years. If a
director elects installment payments, the unpaid balance thereof shall continue
to accrue interest, earnings and dividend equivalents, computed in accordance
with the provisions of Section 13 below, and shall be prorated and paid over
the installment period. Notwithstanding the foregoing, in the event a director
ceases to be a director of the Company for any reason other than retirement or
his death, the total amount credited to his Deferred Compensation Account as of
such
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date shall be payable to the director in a lump sum as soon as practicable
following such date.
A director may change his prior distribution election at any time,
and from time to time; provided, however, that any such distribution election
shall not become effective until the first (1st) anniversary of the date such
distribution election is made; and provided, further, that no distribution
election with respect to the distribution of amounts attributable to any
deferral will be effective if the director is, or is scheduled to be, receiving
distributions with respect to such deferral within one (1) year following the
date such subsequent distribution election is made. In the event an election
does not become effective, the prior valid election of such director shall
govern the form, method and timing of distribution.
A director shall elect on the Deferral Election, with respect to
Share Units, to receive amounts so credited in cash, in shares of Common Stock,
or in any combination thereof.
The amount to be paid in cash with respect to distributions of Share
Units shall be equal to the product of (a) the number of Share Units in respect
of which payment is to be made, and (b) the price of a share of Common Stock on
The Nasdaq Stock Market during such period immediately preceding the date of
distribution, as the Company shall determine.
(c) If a director fails to make a valid timely election with respect
to method of payment, the director shall receive the total amount credited to
his Deferred Compensation Account in ten (10) substantially equal annual
installments. If a director fails to make a valid timely election with respect
to timing of payment, distribution shall commence thirty (30) days after the
date on which the director attains age seventy (70). If a director fails to make
a valid timely election with respect to whether payment shall be in cash or in
shares of the Common Stock, those amounts credited as Share Units shall be
distributed in shares of Common Stock, and all other amounts credited shall be
distributed in cash.
(d) In the event a director dies prior to the distribution of any or
all of such director's Deferred Compensation Account, all amounts credited to
such account shall be paid to the beneficiary designated in writing at any time
or from time to time by the director with the approval of the Company or,
failing such a designation, to the spouse, children (per stirpes), parents or
estate (in that order) of the director (all such entities being herein included
within the term "beneficiary"). Such distribution shall be made in the form and
at such time as was applicable to the director; provided, however, that the
director's beneficiary may elect to receive the balance of the director's
Deferred Compensation Account in an immediate lump-sum distribution, and in the
form of cash or in shares of Common Stock, or in a combination thereof.
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13. DEFERRED ELECTION CREDITS. During such period as amounts are
standing to the credit of a director hereunder, with respect to each such
director, the Company shall credit to a book reserve account (the "Deferred
Compensation Account") established for this purpose the amount deferred by such
director under Section 12 above.
(a) Amounts credited to a director's Deferred Compensation Account
with respect to each Investment Fund shall be credited with interest and
earnings (including gains and losses) equivalent to the amounts that would have
accrued during such period had the amount so credited been actually invested in
such Investment Fund. Interest and earnings on such amounts shall be computed
from the date such deferrals are credited to the Deferred Compensation Account
through the date of distribution to a director or his designated beneficiary, in
accordance with Subsection 12(d) above.
(b) If amounts are deferred as Share Units, then the number of such
Share Units shall be determined on the basis of the price of the Common Stock on
The Nasdaq Stock Market during such period immediately preceding and/or
immediately following the date the Share Units are credited, as the Company
shall determine.
(c) As of each payment date for dividends, if any, on Common Stock
with respect to which Share Units are standing to the credit of a director until
the director's entire Deferred Compensation Account has been distributed, such
Deferred Compensation Account shall be credited with dividend equivalents equal
to the sum of all cash dividends, if any, that such director would have received
on such date, had the director been the owner of a number of shares of Common
Stock equal to the number of Share Units in the director's Deferred Compensation
Account on the record date for such dividend. The amount so credited shall be
converted into additional Share Units with the number of Share Units being
determined on the basis of the price of Common Stock on The Nasdaq Stock Market
during such period immediately preceding and/or immediately following the
payment date for the dividend, as the Company shall determine.
14. DEFERRED ELECTION -- MISCELLANEOUS.
(a) Title to, and beneficial ownership of, any assets, whether in
cash or otherwise, that the Company may designate to pay the deferred
compensation hereunder shall at all times prior to payment remain an asset of
the Company, and neither a director nor his designated beneficiary shall have
any property interest whatsoever in any specific assets of the Company.
(b) If the director so requests and if the director provides
satisfactory evidence of financial hardship, the Company may, in its sole and
absolute discretion, permit a distribution of all or a portion of the director's
Deferred Compensation Account prior to the date on which payments would have
commenced under Section 12 hereof.
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(c) If the Company shall be adjudicated or determined to be
insolvent by a court of competent jurisdiction, either in bankruptcy or
otherwise, the amount credited to each director's Deferred Compensation Account
on the date of such proceeding shall constitute a debt of the Company to each
such director in any such proceeding.
(d) Except as otherwise required by applicable law, no rights under
the Plan as to deferred compensation, contingent or otherwise, shall be
assignable or subject to any encumbrance, pledge or charge of any nature, except
that, under such rules and regulation as the Company may establish, a director
may designate a beneficiary to receive, in the event of death, any amount that
would otherwise have been payable to such director or that may become payable on
account of, or following, his death except that, if any amount shall become
payable to the executor or administrator of such director's estate, then such
executor or administrator may transfer the right to the payment of any such
amount to the person, persons or entity (including a trust) entitled thereto
under the will of such director or, in case of intestacy, under the laws
relating to intestacy. Directors shall not have any interest in any funds or
specific assets of the Company, except as expressly provided herein.
(e) Nothing contained in this Plan and no action taken pursuant to
the provisions of this Plan shall create or be construed to create a trust of
any kind or fiduciary relationship between the Company and a director, his
designated beneficiary, or any other person. To the extent that any person
acquires a right to receive payments from the Company under this Plan, such
rights shall be no greater than the right of any unsecured general creditor of
the Company.
15. INTERPRETATION. The Company intends that transactions under this
Plan will be exempt under amended Rule l6b-3 promulgated under Section 16 of the
Exchange Act, unless otherwise determined by the Company.
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EXHIBIT 10.19
PAGING NETWORK, INC.
AMENDED AND RESTATED 1991 STOCK OPTION PLAN
1. PURPOSE. The purpose of this Amended and Restated 1991 Stock
Option Plan (the "Plan") is to advance the interests of PAGING NETWORK, INC.
("PageNet") and its shareowners by providing an opportunity to all employees of
PageNet and its present and future domestic and foreign subsidiaries
(collectively, the "Company") to purchase the common stock of PageNet through
the exercise of options granted under this Plan and thereby have an incentive
to participate in and contribute significantly to the growth and financial
success of the Company. By encouraging such stock ownership, the Company seeks
to attract, retain and motivate employees with experience, ability and
leadership to share in the strategic and long-term performance objectives of
the Company and to more closely align the interests of the employees with those
of the shareowners.
2. EFFECTIVE DATE. The 1991 Stock Option Plan became effective on
August 23, 1991, the date it was adopted by the Board of Directors of PageNet.
The Plan was approved by the shareowners of PageNet on August 23, 1991. The
Plan was amended by the Board of Directors on January 26, 1993, subject to
shareowner approval, which was given on May 20, 1993. The Plan was further
amended by the Board of Directors on September 11, 1996 and on January 9, 1997,
subject to shareowner approval, which was given on May 22, 1997. This amendment
and restatement of the Plan will become effective on April 22, 1998, the date
it was adopted by the Board of Directors of PageNet, subject to the receipt of
approval by the shareowners of PageNet at the 1998 Annual Meeting of
Shareowners.
3. STOCK SUBJECT TO THE PLAN; TYPES OF OPTIONS. The shares that
may be granted under this Plan will not exceed in the aggregate 13,950,000
shares of the $.01 par value common stock of PageNet ("Common Stock"). Any
shares subject to an option which for any reason expires, is cancelled or is
terminated unexercised as to such shares may again be the subject of an option
under the Plan. The shares delivered upon exercise of options under this Plan
may, in whole or in part, be either authorized but unissued shares or issued
shares re-acquired by PageNet. In addition to the foregoing aggregate
limitation, no more than 500,000 shares may be granted under this Plan in any
one calendar year to any one eligible individual. The Plan allows for the
granting of nonqualified stock options ("nonqualified options"), the federal
income tax treatment of which is determined under Section 83 of the Internal
Revenue Code of 1986, as amended from time to time, and regulations thereunder
(the "Code"), and incentive stock options intended to qualify under Section 422
of the Code.
<PAGE> 2
4. ADMINISTRATION OF STOCK OPTIONS. The Plan will be administered
by the Stock Option/Compensation Committee of the Board of Directors of PageNet
(the "Board"), provided, however, that any authority or responsibility reserved
to the Committee under the Plan may be exercised in its discretion by the
Board, including but not limited to granting options under the Plan. The term
"Committee" means the entity administering the Plan pursuant to this paragraph,
whether the administrator is the Board or the Stock Option/Compensation
Committee.
Subject to the provisions of the Plan, the Committee will have full
power to construe and interpret the Plan and to establish, amend and rescind
rules and regulations for its administration. Any decisions made with respect
thereto will be final and binding on the Company, the employee to whom the
option is granted (the "optionee") and all other persons. No employee will have
a right to be granted an option or, having received an option, a right to again
be granted an option under the Plan. Determinations made by the Committee under
the Plan need not be uniform and may be made selectively among eligible
employees under the Plan, whether or not such eligible employees are similarly
situated.
5. ELIGIBLE EMPLOYEES. Incentive options or nonqualified options,
or both, may be granted to all employees of PageNet and any present and future
domestic and foreign subsidiary of the Company. The Committee will have the
exclusive power to select the employees who may receive options under the Plan,
and may select the eligible employees individually or by groups or categories,
as determined by the Committee in its sole discretion.
6. DURATION OF THE PLAN. This Plan will terminate on the tenth
anniversary of shareowner approval of the amendment and restatement at the 1998
Annual Meeting of Shareowners, unless terminated earlier pursuant to Paragraph
11, and no options may be granted thereafter.
7. RESTRICTIONS ON INCENTIVE OPTIONS. With respect to incentive
options (but not nonqualified options) granted under this Plan, the aggregate
fair market value, determined as of the date each such option is granted, of
the shares with respect to which options are exercisable for the first time by
an employee during any calendar year will not exceed $100,000. If an incentive
option is granted with respect to shares exceeding the aforementioned $100,000
limitation, the portion of such option which is in excess of the $100,000
limitation will be treated as a nonqualified option. In the event that an
individual is eligible to participate in any other stock option plan of the
Company which is also intended to comply with the provisions of Section 422 of
the Code, the $100,000 limitation will apply to the aggregate number of shares
for which incentive stock options are granted under all such plans.
8. TERMS AND CONDITIONS OF STOCK OPTIONS. Options granted under
this Plan will be evidenced by instruments in such form and containing such
terms and conditions as the Committee will determine; provided, however, that
such instruments will evidence among their terms and conditions the following:
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(a) PRICE. The purchase price per share of Common Stock
payable upon the exercise of each option granted hereunder will be as
determined by the Committee in its discretion, and will be not less than 100%
of the fair market value of the stock on the day the option is granted. Such
fair market value will be determined in accordance with procedures to be
established in good faith by the Committee in conformity with regulations
issued by the Internal Revenue Service with regard to incentive and
nonqualified options.
(b) NUMBER OF SHARES. Each option grant will specify the
number of shares to which it pertains.
(c) EXERCISE OF OPTIONS. Each option grant will be exercisable
for the full amount or for any part thereof and at such intervals or in such
installments as the Committee may determine; provided, however, that no option
will be exercisable with respect to any shares later than ten (10) years after
the date of the grant of such option. In case of an option not otherwise
immediately exercisable in full, the Committee may accelerate the
exercisability of such option in whole or in part at any time.
(d) NOTICE OF EXERCISE AND PAYMENT. An option will be
exercisable only by delivery of a written notice to the Company's Treasurer, or
any other officer of the Company designated by the Committee to accept such
notices on its behalf, specifying the number of shares for which it is
exercised. If said shares are not at that time effectively registered under the
Securities Act of 1933, as amended, the optionee will include with such notice
a letter, in form and substance satisfactory to the Company, confirming that
the shares are being purchased for the optionee's own account for investment
and not with a view to distribution. Payment will be made in full at the time
the option is exercised. Payment will be made either by (i) cashier's or
certified check, wire transfer or other form of good and immediately available
funds, (ii) if permitted by the Committee and stated in the instrument, by
delivery and assignment to the Company of shares of Common Stock having a value
equal to the option price, (iii) if permitted by the Committee, by delivery of
a written notice stating that a market sell order has been placed with a broker
with respect to shares of Common Stock issuable upon exercise of the option and
that the broker has been directed to pay a sufficient portion of the net
proceeds of the sale to the Company in satisfaction of the aggregate exercise
price of the option or the portion thereof so exercised, or (iv) by a
combination of (i) and (ii) above. The value of the Common Stock for such
purpose will be its fair market value as of the date the option is exercised,
as determined in accordance with procedures to be established by the Committee.
(e) WITHHOLDING TAXES; DELIVERY OF SHARES. The Company's
obligation to deliver shares of Common Stock upon exercise of an option, in
whole or in part, will be subject to the optionee's satisfaction of all
applicable federal, state and local tax withholding obligations.
(f) NON-TRANSFERABILITY. Except as otherwise provided by the
Committee, no option will be transferable by the optionee otherwise than by
will or the laws of descent and distribution, and each option will be
exercisable during the optionee's lifetime only by the optionee (or the
optionee's guardian or legal representative).
3
<PAGE> 4
(g) TERMINATION OF OPTIONS. Each instrument will contain
provisions for the termination of the options granted thereunder if the
optionee ceases for any reason to be an employee of or perform services for the
Company, no more favorable to the optionee than the following:
(i) if the optionee ceases to be employed by or
perform services for the Company for any reason other than for cause,
disability or death, the option will terminate on the earlier to occur of the
ninetieth day after the effective date of such resignation or termination and
the date of termination of the option pursuant to this Plan, and the option
may not be exercised thereafter;
(ii) if the optionee ceases to be employed by or
perform services to the Company for cause, which will mean willful misconduct,
dishonesty, insubordination, conviction of a felony, gross negligence in the
performance of duties as an employee, the material or repeated violation of
policies and practices of the Company, including its Code of Ethics, or the use
of illegal drugs or the illegal use of controlled substances, the option will
terminate on the day of such termination for cause;
(iii) if the optionee ceases to be employed by or
perform services for the Company because of any physical or mental disability
which would have entitled such employee to payment of disability benefits under
the Company's long-term disability plan or any similar plan of the Company
(regardless of whether such employee was then a participant in such plan), he
may at any time within a period of one year after such termination of
employment, or prior to the termination of the option pursuant to this Plan,
whichever is earlier, exercise his option to the extent that the option was
exercisable by him on the date he ceased to be employed by or perform services
for the Company; and
(iv) if the optionee dies at a time when the option
was already vested and exercisable, then his estate, personal representative
or beneficiary to whom it has been transferred pursuant to Paragraph 8(f) may,
at any time within a period of one year after the optionee's death, or prior to
the termination of the option pursuant to this Plan, whichever is earlier,
exercise it to the extent the optionee might have exercised it at the time of
his death;
provided, however, that notwithstanding anything to the contrary contained in
clauses (i), (ii), (iii) and (iv) above, the Committee may provide specifically
in an instrument governing an option grant for such other period of time during
which an optionee may exercise an option after termination of services as the
Committee may approve, subject to the overriding limitation that no option may
be exercised to any extent by anyone after the date of expiration of the
option.
(h) RIGHTS AS SHAREOWNER. An optionee will have no rights as a
shareowner with respect to any shares covered by his option until the date the
option has been exercised and the full purchase price for such shares has been
received by the Company.
4
<PAGE> 5
9. STOCK DIVIDENDS; STOCK SPLITS; STOCK COMBINATIONS;
RECAPITALIZATIONS. Appropriate adjustment will be made in the maximum number of
shares of Common Stock subject to the Plan and in the number, kind, and option
price of shares covered by outstanding options granted hereunder to give effect
to any stock dividends, stock splits, stock combinations, recapitalizations and
other similar changes in the capital structure of PageNet after the effective
date of the Plan.
10. MERGER; SALE OF ASSETS; DISSOLUTION. Notwithstanding anything
to the contrary contained in this Plan, in the event of a "Change of Control,"
as defined herein, every option outstanding hereunder will become immediately
exercisable in full. In the event of a change in the Common Stock resulting
from a merger or similar reorganization, the number and kind of shares which
thereafter may be optioned and sold under the Plan and the number and kind of
shares then subject to options granted hereunder and the price per share
thereof will be appropriately adjusted, in such manner as the Committee may
deem equitable, to prevent substantial dilution or enlargement of the rights
available or granted hereunder.
A "Change of Control" shall be deemed to have occurred if the event
set forth in any one of the following paragraphs shall have occurred:
(a) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of PageNet representing 35% or more of the combined
voting power of PageNet's then outstanding securities (not including in such
securities beneficially owned by such Person any securities acquired directly
from PageNet), other than any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (i) of paragraph (c) below;
or
(b) the following individuals cease for any reason to
constitute a majority of the number of directors then serving: individuals who
on the date hereof constitute the Board, and any new director whose appointment
or election by the Board or nomination for election by PageNet's shareowners
was approved or recommended by at least two-thirds (2/3) of the directors then
still in office who either were directors on the date hereof or whose
appointment, election or nomination for election was previously so approved or
recommended (other than a new director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of directors of
PageNet); or
(c) there is consummated a merger or consolidation of PageNet
or any direct or indirect subsidiary of PageNet with any other corporation,
other than (i) a merger or consolidation which would result in the voting
securities of PageNet outstanding immediately prior to such merger or
consolidation continuing to represent, in combination with the ownership of any
trustee or other fiduciary holding securities under an employee benefit plan of
PageNet, at least 65% of the combined voting power of the securities of PageNet
or such surviving entity or any parent thereof outstanding immediately after
such merger or consolidation (either by remaining outstanding or by being
converted into voting securities of the surviving entity or parent thereof), or
(ii) a merger or consolidation
5
<PAGE> 6
effected to implement a recapitalization of PageNet, or similar transaction, in
which no Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of PageNet representing 35% or more of the combined voting power of
PageNet's then outstanding securities (not including in the securities
Beneficially Owned by such Person any securities acquired directly from
PageNet); or
(d) the shareowners of PageNet approve a plan of complete
liquidation or dissolution of PageNet or there is consummated an agreement for
the sale or disposition by PageNet of all or substantially all of PageNet's
assets, other than a sale or disposition by PageNet of all or substantially all
of PageNet's assets to an entity, at least 65% of the combined voting power of
the outstanding securities of which are owned by shareowners of PageNet in
substantially the same proportions as their ownership of PageNet immediately
prior to such sale.
Notwithstanding the foregoing, a "Change of Control" shall not be
deemed to have occurred by virtue of the consummation of any transaction or
series of integrated transactions immediately following which the record
holders of the Common Stock of PageNet immediately prior to such transaction or
series of transactions continue to have substantially the same proportionate
ownership in an entity which owns all or substantially all of the assets of
PageNet immediately following such transaction or series of transactions.
For purposes of this Section 10, (a) "Person" shall mean any person or
entity other than (1) any employee plan established by PageNet, (2) PageNet or
any of its affiliates (as defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, as amended (2) (the "Exchange Act")), (3) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (4) a corporation owned, directly or indirectly, by shareowners
of PageNet in substantially the same proportions as their ownership of PageNet
and (b) "Beneficial Owner" shall have the meaning set forth in Rule 12d-3 under
the Exchange Act.
11. TERMINATION OR AMENDMENT OF PLAN. The Board may at any time
suspend or terminate the Plan, or make such changes in or additions to the Plan
as it deems advisable without further action on the part of the shareowners of
the Company, provided:
(a) that no such termination or amendment will adversely
affect or impair any then outstanding option or any shares at the time subject
to options without the consent of the optionee holding such option; and
(b) that any such amendment which requires shareowner approval
in order to comply with applicable provisions of the Code, rules promulgated
pursuant to Section 16 of the Exchange Act, applicable state law, or the
National Association of Securities Dealers or exchange listing requirements
will be subject to approval by the shareowners of PageNet within one year from
the effective date of such amendment and will be null and void if such approval
is not obtained.
6
<PAGE> 7
12. MISCELLANEOUS PROVISIONS.
(a) GOVERNING LAW. The validity, construction, interpretation,
administration and effect of the Plan, and of its rules and regulations, and
rights relating to the Plan, will be governed by the substantive laws, but not
the choice of law rules, of the State of Delaware.
(b) NO GUARANTEE OF EMPLOYMENT. Neither the Plan, not any
action taken hereunder, including the granting of options, shall be construed
as giving any employee any right to continue to be employed by the Company, and
the right to terminate the employment of any such employee is hereby
specifically reserved.
7
<PAGE> 1
EXHIBIT 10.20
[THE TORONTO-DOMINION BANK LETTERHEAD]
May 26, 1998
Paging Network of Canada Inc. and
Madison Telecommunications Holdings Inc.
3250 Bloor Street West, Suite 700
Toronto, Ontario
M8X 2X9
Attention: Al Dykstra
Vice President, Finance & Chief Financial Officer
Dear Sirs:
Re: Credit Facilities provided by The Toronto-Dominion Bank to
Paging Network of Canada Inc. and Madison Telecommunications Holdings Inc.
Reference is made to a loan agreement made as of June 5, 1996 among Paging
Network of Canada Inc., The Toronto-Dominion Bank and such other financial
institutions as may become "Banks" thereunder, and The Toronto-Dominion Bank, as
administrative agent (as amended by a first amendment to the loan agreement
dated April 18, 1997, the "PNCI Loan Agreement") and a loan agreement made as of
June 5, 1996 among Madison Telecommunications Holdings Inc., The
Toronto-Dominion Bank, and such other financial institutions as may become
"Banks" thereunder, and The Toronto-Dominion Bank, as administrative agent (as
amended by a first amendment to the loan agreement dated April 18, 1997, the
"MTHI Loan Agreement"). The PNCI Loan Agreement and the MTHI Loan Agreement are
herein sometimes collectively referred to as the "Loan Agreements".
Further to our recent discussions with regards to certain amendments to the
Loan Agreements, we are pleased to confirm that The Toronto-Dominion Bank has
agreed to the following amendments under the Loan Agreements:
i) Gross Revenue as defined in the Loan Agreements will be
amended to be calculated net of cost of products sold relating
to product sales.
<PAGE> 2
ii) The Minimum Revenue Test outlined in Section 7.12 of the PNCI
Loan Agreement and the MTHI Loan Agreement will be changed to
the following:
<TABLE>
<CAPTION>
Quarter Ending Minimum Revenues
-------------- ----------------
<S> <C>
3/31/98 $3,500
6/30/98 $3,750
9/30/98 $4,000
12/31/98 $4,500
3/31/99 $5,000
6/30/99 $5,500
</TABLE>
Please confirm your agreement to the above amendments by signing and returning a
copy of this letter to the undersigned by May 30, 1998. Pending the
documentation of the above amendments into the Loan Agreements through a formal
amending agreement (in form and substance satisfactory to the Bank), the Loan
Agreements will hereafter be construed and interpreted in accordance with the
provisions of this letter.
Should you have any questions with regard to the above, please do not hesitate
to contact the undersigned.
Yours truly,
/s/ LARRY MANES /s/ KEN KLASSEN
Larry Manes Ken Klassen
Manager Senior Manager
Communications Finance Communications Finance
We hereby confirm our agreement with the foregoing this day of May, 1998.
-----
Paging Network of Canada Inc. Madison Telecommunications
Holdings Inc.
Per: /s/ A. Dykstra Per: /s/ B. Aungre
---------------------------- ----------------------------
Per: /s/ G. Fitzgerald Per: /s/ G. Fitzgerald
---------------------------- ----------------------------
<PAGE> 1
EXHIBIT 12
PAGING NETWORK, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------------- ----------------------------
1997 1998 1997 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Earnings:
Loss before extraordinary item ..................... $ (31,963) $ (15,619) $ (69,277) $ (107,991)
Fixed charges, less interest capitalized ........... 44,376 43,119 87,836 86,421
----------- ----------- ----------- -----------
Earnings ...................................... $ 12,413 $ 27,500 $ 18,559 $ (21,570)
=========== =========== =========== ===========
Fixed charges:
Interest expense, including interest capitalized ... $ 39,767 $ 40,347 $ 78,122 $ 80,592
Amortization of deferred financing costs ........... 1,859 1,103 4,330 2,215
Interest portion of rental expense ................. 5,750 6,366 11,384 12,890
----------- ----------- ----------- -----------
Fixed charges ................................. $ 47,376 $ 47,816 $ 93,836 $ 95,697
=========== =========== =========== ===========
Ratio of earnings to fixed charges ...................... -- -- -- --
=========== =========== =========== ===========
Deficiency of earnings available to cover
fixed charges .......................................... $ (34,963) $ (20,316) $ (75,277) $ (117,267)
=========== =========== =========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 14,405
<SECURITIES> 0
<RECEIVABLES> 65,288
<ALLOWANCES> 7,993
<INVENTORY> 21,648
<CURRENT-ASSETS> 117,509
<PP&E> 1,300,159
<DEPRECIATION> 487,801
<TOTAL-ASSETS> 1,506,860
<CURRENT-LIABILITIES> 172,080
<BONDS> 1,757,704
0
0
<COMMON> 1,035
<OTHER-SE> (438,568)
<TOTAL-LIABILITY-AND-EQUITY> 1,506,860
<SALES> 29,329
<TOTAL-REVENUES> 264,501
<CGS> 23,161
<TOTAL-COSTS> 221,537
<OTHER-EXPENSES> 35,422
<LOSS-PROVISION> 4,477
<INTEREST-EXPENSE> 36,753
<INCOME-PRETAX> (15,619)
<INCOME-TAX> 0
<INCOME-CONTINUING> (15,619)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,619)
<EPS-PRIMARY> (0.15)
<EPS-DILUTED> (0.15)
</TABLE>
