SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2000
PAGING NETWORK, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-19494 04-2740516
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(State or other jurisdiction (Commission (I.R.S. Employee
of incorporation File Number) Identification No.)
14911 Quorum Drive 75240
Dallas, Texas 75240 ---------------
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(Address of principal executive offices)
Registrant's telephone number, including are code: (972) 801-8000
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On February 24, 2000, the Registrant issued the attached press
release.
Item 7. Exhibits
99.1 Press Release, dated February 24, 2000
2
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
Dated: February 24, 2000 PAGING NETWORK, INC.
By: /s/ Ruth Williams
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Ruth Williams
Senior Vice President and
General Counsel
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For immediate release Contact: Scott Baradell, (972) 801-8180
PageNet is Notified That Trading of Its Shares
Has Been Moved to Nasdaq Small Cap Market
DALLAS, February 24, 2000 - Paging Network, Inc. (Nasdaq: PAGE) was
notified this morning that Nasdaq will move the trading of PageNet's shares
from the Nasdaq National Market System (NMS) to the Nasdaq Small Cap
Market, effective February 25, 2000. The determination was made following a
hearing before the Nasdaq Listing Qualifications Panel on January 29.
PageNet and Arch Communications Group, Inc. expect that when their
proposed merger is consummated, the combined company will meet the Nasdaq NMS
listing qualifications. Arch's shares remain NMS listed. PageNet's
shares are still traded under the symbol PAGE.
PageNet is a leading provider of wireless messaging and information
services with approximately 9 million subscribers in all 50 states, the
District of Columbia, the U.S. Virgin Islands, Puerto Rico and Canada. The
company offers a full range of paging and advanced messaging services,
including guaranteed-delivery messaging, two-way wireless e-mail, and
global messaging. PageNet's wholly owned subsidiary, Vast Solutions,
develops integrated wireless solutions to increase productivity and improve
performance for major corporations. Detailed information for PageNet
services are available on the Internet at www.pagenet.com. Detailed
information about Vast Solutions is available at www.vast.com.
In November 1999, PageNet announced a definitive agreement to merge
with Arch (Nasdaq: APGR). Expected to be completed by mid-year 2000, the
merger will create a new company with more than 15 million wireless
communications subscribers. The merger, which will include an exchange of
equity for PageNet's senior subordinated notes and Arch's senior discount
notes, remains subject to clearance by the Federal Communications
Commission, the Securities and Exchange Commission, the Department of
Justice and bondholders and shareholders of PageNet and Arch.
Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995 Statements contained in, or made in conjunction with, this release
which are not historical fact, such as forward-looking statements concerning
future financial performance and growth of the business of PageNet, Arch
and the future combined company, involve risks and uncertainties, including
those described in Arch's and PageNet's most recent Annual Reports on Form
10-K, the preliminary S-4 Registration Statements, and other filings with
the Securities and Exchange Commission. Although Arch and PageNet believe
the expectations reflected in any forward-looking statements are based on
reasonable assumptions, they can give no assurance that their expectations
will be attained. Factors that could cause actual results to differ
materially from their expectations include the recapitalization of the
combined companies, challenges of integrating the businesses of Arch and
PageNet, competitive pricing pressures, the introduction of products and
services by competitors, the performance of vendors and independent
contractors, costs and timing associated with post-merger synergies and
cost reductions, the timing, performance and market acceptance of new
products and services, including the construction, testing and placement
into operation of the Company's advanced messaging network, future capital
needs following the merger, the financial condition of the Company and the
uncertainty of additional funding, and other risks. Any forward-looking
statements represent the best judgment of both Arch and PageNet as of the
date of this release. The companies disclaim any intent or obligation to
update any forward-looking statements.
PageNet is a registered trademark of Paging Network, Inc. All other names
may be the trademarks of their respective owners.
