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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-19494
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(Check One):
[ ] Form 10-K and Form 10-KSB
[ ] Form 11-K
[ ] Form 20-F
[X] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For Period Ended: March 31, 2000
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[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant PAGING NETWORK, INC.
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Former name if applicable
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Address of principal executive office (Street and number)
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14911 QUORUM DRIVE
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City, state and zip code DALLAS, TEXAS 75240
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PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
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(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense; [X]
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, Form 20-F, 11-K, Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the [ ]
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, 10-QSB, or portion thereof [will be filed on or
before the fifth calendar day] following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) [ ]
has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach extra sheets if needed.)
(SEE ATTACHMENT)
12b25-1
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
JULIAN B. CASTELLI (972) 801-8145
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made. (SEE ATTACHMENT)
PAGING NETWORK, INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 15, 2000 By: /s/ JULIAN B. CASTELLI
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Julian B. Castelli,
Senior Vice-President &
Chief Financial Officer
Instruction: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T.
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PAGING NETWORK, INC.
FORM 12b-25
PART III-NARRATIVE
Paging Network, Inc. (the "Company") filed its Annual Report on Form
10-K for the year ended December 31, 1999 on May 4, 2000. The Company was unable
to timely file its 1999 Form 10-K due to the following reasons:
- the Company's previously announced merger agreement with Arch
Communications Group, Inc. ("Arch") required the Company and Arch to
make filings with various regulatory agencies, including the filing
of three registration statements with the Securities and Exchange
Commission. These efforts required a significant portion of the
Company's available resources in its accounting and finance
organizations, and as well as significant management attention.
- in connection with the Company's previously announced restructuring,
the Company converted a significant portion, but not all, of its
customer base to new billing and customer service software platforms.
Such conversions increased the time required to close the Company's
accounting records for the year ended December 31, 1999. Furthermore,
as a result of the restructuring and the announcement of the proposed
merger with Arch, the Company has experienced a significant increase
in its employee turnover, including its accounting, finance, and
information technology organizations, resulting in fewer resources to
handle its reporting matters.
For the reasons specified above, the Company was unable to file its
Annual Report on Form 10-K for the year ended December 31, 1999 until May 4,
2000, which in turn delayed its first quarter 2000 reporting. Additionally, the
Company filed amendments to the aforementioned registration statements with the
Securities and Exchange Commission on May 12, 2000. Given the short time period
since the filing of the Company's Form 10-K and the time required to prepare
such registration statements amendments, the Company has been unable to complete
its quarter-end reporting. For these reasons, the Company is unable to timely
complete its Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
without unreasonable effort.
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PAGING NETWORK, INC.
FORM 12b-25
PART IV(3) - SIGNIFICANT CHANGE IN RESULTS OF OPERATIONS
The Company expects a significant change in the results of operations
for the quarter ended March 31, 2000 compared to the quarter ended March 31,
1999. The Company expects decreases in total revenues and operating expenses
both in excess of $25 million.
