As filed with the Securities and Exchange Commission on February 3, 2000
Registration No. 33-76650
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------
AMENDMENT NO. 2 TO FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------------------------
PAGING NETWORK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2740516
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14911 QUORUM DRIVE
DALLAS, TEXAS 75240
(Address of principal executive offices) (Zip Code)
---------------------------------------
PAGENET EMPLOYEES SAVINGS PLAN
(Full title of the plan)
---------------------------------------
Copy to:
John P. Frazee, Jr. Ruth Williams, Esq.
Chairman Senior Vice President
& Chief Executive Officer & General Counsel
Paging Network, Inc. Paging Network, Inc.
14911 Quorum Drive 14911 Quorum Drive
Dallas, Texas 75240 Dallas, Texas 75240
(972) 801-8000 (972) 801-8000
(Name, address and telephone number
including area code of agent for service)
---------------------------------------
<PAGE>
PART I
The Registrant has amended the PageNet Employee Savings Plan, as
Amended and Restated (the "Plan"), to eliminate the Registrant's common stock
(the "Common Stock") as an investment option for participants in the Plan. The
Registrant is hereby deregistering the Common Stock previously registered on
Form S-8, filed with the Commission on December 2, 1997, as amended on July 12,
1999, that remains unsold pursuant to the Plan on the date of filing of this
Registration Statement.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Amendment No. 2
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, Texas, on January 31, 2000.
PAGING NETWORK, INC.
By: /s/ John P. Frazee, Jr.
--------------------------------------
John P. Frazee, Jr.
Chairman of the Board of Directors and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ John P. Frazee, Jr. Chairman and Chief Executive Officer January 31, 2000
- --------------------------- (Principal Executive Officer)
John P. Frazee, Jr.
*/s/ Julian Castelli Senior Vice President and Chief Financial Officer January 31, 2000
- --------------------------- (Principal Financial Officer)
Julian Castelli
*/s/ Richard C. Alberding Director January 31, 2000
- ---------------------------
Richard C. Alberding
Director -------------
- ---------------------------
Hermann Buerger
Director -------------
- ---------------------------
Jeffrey M. Cunningham
Director -------------
- ---------------------------
Gary J. Fernandes
/s/ John P. Frazee, Jr. Director January 31, 2000
- ---------------------------
John P. Frazee, Jr.
*/s/ John S. Llewelyn, Jr. Director January 31, 2000
--------------------------
John S. Llewelyn, Jr.
*/s/ Robert J. Miller Director January 31, 2000
--------------------------
Robert J. Miller
*/s/ Lee M. Mitchell Director January 31, 2000
--------------------------
Lee M. Mitchell
<FN>
*By Ruth Williams, as attorney-in-fact
</FN>
</TABLE>
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
as amended, the administrators of the Plan have duly caused this Amendment No. 2
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on January 31,
2000.
PAGENET EMPLOYEE SAVINGS PLAN (the Plan)
By: Paging Network, Inc.
By: /s/ Ruth Williams
------------------------------------
Name: Ruth Williams, Senior Vice President
