<PAGE> 1
As filed with the Securities and Exchange Commission on June 19, 1997
Registration No. 333_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------------------
METROCALL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1215634
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
6677 Richmond Highway
Alexandria, Virginia 22306
(703) 660-6677
(Address of Principal Executive Offices)
METROCALL, INC.
1996 STOCK OPTION PLAN
(Full title of the plan)
WILLIAM L. COLLINS, III
CHIEF EXECUTIVE OFFICER
6677 RICHMOND HIGHWAY
ALEXANDRIA, VIRGINIA 22306
(703) 660-6677
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
With a copy to:
GEORGE P. STAMAS, ESQ.
WILMER, CUTLER & PICKERING
2445 M STREET, N.W.
WASHINGTON, D.C. 20037
(202) 663-6000
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Shares of Common Stock, $.01
par value............................. 2,016,000 $5.70 (1) $11,489,473(1) $3,481.66 (1)
Variable Common Rights 468,904 (2) (2) (2)
</TABLE>
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(1) In accordance with the terms of the 1996 Stock Option Plan, in the case
of an option not intended to constitute an incentive stock option, the
option price shall not be less than the par value of the shares covered
by the option. In the case of an option intended to be an incentive
stock option, the option price shall not be less than the greater of
par value of the shares or 100% of the fair market value of a share of
stock covered by the option on the date the option is granted (110% for
optionees owning more than 10% of the Company's stock). In accordance
with Rule 457(c), the aggregate offering price and the amount of the
registration fee are computed on the basis of (a) for ungranted
options, the average of the high and low prices reported on the NASDAQ
National Market System on June 17, 1997, and (b) for granted
options, the actual exercise price specified in those granted options.
(2) No additional consideration is paid for the Variable Common Rights.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act
of 1933 (the "Securities Act"). In accordance with the instructions to Part I of
Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this registration statement or
as prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Metrocall, Inc. (the "Company") herein incorporates by reference the
following documents filed by it with the Commission pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"):
(a) Its Annual Report on Form 10-K for the year ended December
31, 1996, as amended; (ii) its Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; (iii) the financial statements of Parkway
Paging, Inc. and Satellite Paging and Message Network contained in its
Current Report on Form 8-K filed on September 13, 1996 and amended on
October 1, 1996; (iv) its Current Report on Form 8-K filed on January
27, 1997; (v) its Current Report on Form 8-K filed on February 24, 1997
and (vi) Metrocall's Proxy Statement for the Annual Meeting of
Shareholders held on May 7, 1997.
(b) All documents filed by Metrocall pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents. All
information appearing in this Registration Statement is qualified in
its entirety by the information and financial statements (including
notes thereto) appearing in the documents incorporated by reference
herein.
(c) The description of the Common Stock, par value $.01 per
share of the Company (the "Common Stock") contained in the Company's
Registration Statement on Form 8-A filed with the Commission on June
14, 1993 under the Exchange Act, which became effective on July 15,
1993, including any amendment or report filed for the purpose of
updating such description.
In addition, all reports and other documents filed by the Company after
the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
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ITEM 4. DESCRIPTION OF SECURITIES
METROCALL VCRS
As part of the consideration for the Company's merger with A+ Network, Inc.
(the "Merger"), holders of A+ Network options received options to purchase
Metrocall Common Stock ("Metrocall Options") and will receive indexed Variable
Common Rights ("VCRs") equal to the number of shares of Metrocall Common Stock
they receive upon exercising such Metrocall Options provided such options are
exercised prior to the Maturity Date (as defined below) or early termination of
the VCRs. The principal terms of the VCRs are as follows:
Payment at Maturity. Following the maturity of a VCR, the holder of such
VCR (the "VCR Holder") will have the right to receive the amount ("VCR Payment
Amount"), if any, by which the Target Price exceeds the greater of the Current
Market Value and the Minimum Price (all as defined below). The VCRs shall mature
on the Maturity Date unless otherwise extended to the Extended Maturity Date
(each as defined below). The VCR Payment Amount will accordingly be zero if
either the Current Market Value or the Minimum Price exceeds the Target Price.
Maturity Date; Extended Maturity Date. The Maturity Date will be November
15, 1997, provided, however, that Metrocall, at its option, may extend the
Maturity Date to November 15, 1998 (the "Extended Maturity Date"). Metrocall
shall exercise such option to extend by publishing notice of such exercise in
The Wall Street Journal (Eastern Edition), or if The Wall Street Journal is not
then published, such other newspaper with general circulation in the City of New
York, New York no later than one business day preceding the Maturity Date.
Form of Payment. Metrocall, at its option, may pay the VCR Payment Amount
in cash or that number of shares of Common Stock equal to the VCR Payment Amount
divided by the Current Market Value (as defined below); except that, if an Event
of Default (as defined below) has occurred and is continuing, Metrocall must pay
the Default Amount (as defined below) in cash or shares of preferred stock of
Metrocall ("Preferred Stock") having a liquidation preference over Common Stock
in an amount equal to the Default Amount. If Metrocall elects to pay the VCR
Payment Amount in the form of Shares of Common Stock rather than cash, and if
the number of shares of Common Stock that is authorized by Metrocall's
certificate of incorporation but not outstanding or reserved for issuance for
purposes other than payment of amounts due in payment of the VCRs is not
sufficient to permit the payment in shares of Common Stock, Metrocall may, in
lieu of paying in cash or shares of Common Stock, pay amounts due in payment of
the VCRs in shares of Preferred Stock, with each holder of a VCR receiving a
fraction of a share of Preferred Stock for each share of Common Stock that would
have been issued. Except as noted above, each fraction of a share of Preferred
Stock will have liquidation, dividend and voting rights equivalent to a share of
Common Stock, and Metrocall will have the right to convert each fraction of a
share of Preferred Stock into one share of Common Stock upon notice to holders.
Other than in the case of interest on the Default Amount (as defined below), no
interest shall accrue on any VCR Payment Amount.
Target Price. "Target Price" means (i) at the Maturity Date, $21.10
multiplied by the lesser of 1.0 and the "Index Factor", as hereinafter defined,
and (ii) at the Extended Maturity Date, $25.10 multiplied by the lesser of 1.0
and the Index Factor. In each case, such Target Prices shall also be adjusted
upon the occurrence of any event described in the section entitled
"Antidilution" set forth below.
Current Market Value. "Current Market Value" means, with respect to the
Maturity Date or the Extended Maturity Date, the median of the averages of the
closing bid prices on the NASDAQ National Market ("NNM") (or such other exchange
on which such shares are then listed) of shares of Common Stock during each 20
consecutive trading day period that both begins and ends in the Valuation
Period.
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"Valuation Period" means the 60 trading day period immediately preceding (and
including) the Maturity Date or the Extended Maturity Date, as the case may be.
Minimum Price. "Minimum Price" means (i) at the Maturity Date, $16.10, and
(ii) at the Extended Maturity Date, $18.10 in each case subject to adjustment
upon the occurrence of any event described in the section entitled
"Antidilution" set forth below. The Minimum Price will not be adjusted by the
Index Factor. Accordingly, the Target Price may decrease below the Minimum Price
as a result of adjustments to the Target Price based on the Index Factor.
Index Factor. The Index Factor equals the relevant Ending Period
Comparable Paging Company Index (the Index Factor numerator) divided by the
initial Comparable Paging Company Index (the Index Factor denominator). The
Comparable Paging Company Index shall consist of the stocks of Arch
Communications Group, Inc., MobilMedia Communications, Inc., and ProNet, Inc.,
or each's successors. The initial Comparable Paging Company Index is $24.604
which is the median of the simple arithmetic average of closing bid prices of
the index group for the 20 trading days preceding May 14, 1996. The Ending
Period Comparable Company Paging Index shall be the median of the simple
arithmetic average of closing bid prices of the index group during each 20
consecutive trading day period that both begins and ends in the relevant
Valuation Periods preceding the Maturity Date, Extended Maturity Date, or
Disposition Date, as the case may be. Thus, for example, if the Maturity Date
were September 30, 1996, the Ending Period Comparable Paging Company Index would
be $10.356, the Index Factor would have been .421, and the Target Price would
have been $8.881. Because the Target Price (as adjusted) would have been less
than the Minimum Price ($16.10), no payment would have been made on the VCRs. In
each case, such adjustments shall be made, as appropriate, for each company's
stock prices that is included in the Comparable Paging Company Index, upon the
occurrence of any event similar to that described in the "Antidilution" section
below.
Early Termination. If the closing bid prices of the Common Stock exceed
(i) $21.10 for any 50 calendar day period prior to the Maturity Date, or (ii)
$25.10 for any 50 calendar day period between the Maturity Date and the Extended
Maturity Date, then the VCRs shall immediately expire and be of no further force
and effect.
Disposition Payment. Following the consummation of (a) a merger,
consolidation or other business combination involving Metrocall as a result of
which no shares of Common Stock shall remain outstanding, (b) a sale, transfer
or other disposition, in one or a series of transactions, of all or
substantially all of the assets of Metrocall or (c) a reclassification of Common
Stock as any other capital stock of Metrocall or any other person (a
"Disposition"), Metrocall shall pay to each VCR holder for each VCR held by such
VCR holder an amount, if any, by which the Discounted Target Price (as defined
below) exceeds the greater of the fair market value (as determined by an
independent nationally recognized investment banking firm) of the consideration,
if any, received by holders of Common Stock for each share of Common Stock held
by such holder as a result of such Disposition and the Minimum Price.
Acceleration Upon Event of Default. If an Event of Default (as defined
below) occurs and is continuing, either the rights agent for the VCRs (the
"Rights Agent") or VCR holders holding at least 25% of the outstanding VCRs, by
notice to Metrocall (and to the Rights Agent if given by VCR holders), may
declare the VCRs to be due and payable, and upon any such declaration, the
Default Amount shall become due and payable and, thereafter, shall bear interest
at an interest rate of 12% per annum until payment is made to the Rights Agent.
"Default Amount" means the amount, if any, by which the Discounted Target Price
exceeds the Minimum Price. "Event of Default", with respect to the VCRs, means
any of the following which shall have occurred and be continuing; (a) default in
the payment of all or any part of the amounts payable in respect of any of the
VCRs as and when the same shall become due and payable following the Maturity
Date or the Extended Maturity Date, the Disposition Payment Date or otherwise;
(b) material default in the performance, or material breach, of any material
covenant or
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warranty of Metrocall under the VCR Agreement, and continuance of such material
default or breach for a period of 98 days after written notice has been given to
Metrocall by the Rights Agent or to Metrocall and the Rights Agent by VCR
holders holding at least 25% of the outstanding VCRs; or (c) certain events of
bankruptcy, insolvency, reorganization or other similar events in respect of
Metrocall.
Discounted Target Price. "Discounted Target Price" means (a) if a
Disposition or an Event of Default shall occur prior to the Maturity Date,
$21.10 multiplied by the lesser of 1.0 and the Index Factor, discounted to the
Disposition Payment Date (as defined below) or the Default Payment Date (as
defined below), as the case may be, at a per annum rate of 8%; or (b) if a
Disposition or an Event of Default shall occur after the Maturity Date but prior
to the Extended Maturity Date, $25.10 multiplied by the lesser of 1.0 and the
Index Factor discounted to the date of the Disposition Payment Date or Default
Payment Date, as the case may be, at a per annum rate of 8%. In each case, the
Discounted Target Price and the Minimum Price shall be adjusted upon the
occurrence of any event described in the section entitled "Antidilution" set
forth below. "Disposition Payment Date", with respect to a Disposition, means
the date established by Metrocall for payment of the amount due on the VCRs in
respect of such Disposition, which in no event shall be more than 38 days after
the date on which such Disposition was consummated. "Default Payment Date" means
the date on which the VCRs become due and payable upon the declaration thereof
following an Event of Default.
Antidilution. If Metrocall shall in any manner subdivide (by stock split,
stock dividend or otherwise) or combine (by reverse stock split or otherwise)
the number of outstanding shares of Common Stock, Metrocall shall
correspondingly subdivide or combine the VCRs and shall proportionally decrease
the Target Price, the Minimum Price and the Discounted Target Price in the case
of a subdivision or increase such prices in the case of a combination.
Trading. None of Metrocall or any of its affiliates will be permitted to
trade in shares of Common Stock during the period commencing 18 trading days
before the Valuation Period and ending on the last day of the Valuation Period,
except with respect to employee benefit plans and other incentive compensation
arrangements.
Transferability. The VCRs will be certificated, will be freely tradeable
and will trade separately from Common Stock. Metrocall does not intend to seek
to list the VCRs on any exchange or NNM, and there can be no assurance that any
public trading market for the VCRs will develop or continue after the Merger.
Dividends. If any dividends are paid on the Common Stock prior to the
Maturity Date or the Extended Maturity Date, as applicable, the holders of the
VCRs shall have no right to receive any such dividends.
VCR Agreement. The VCRs will be issued under a Variable Common Rights
Agreement (the "VCR Agreement") by and between Metrocall and First Union
National Bank of Virginia, as Rights Agent (the "Rights Agent"). The VCR
Agreement is qualified under the Trust Indenture Act of 1939, as in effect on
the date of the VCR Agreement (the "Trust Indenture Act"). Pursuant to the VCR
Agreement, VCR Certificates will be issued in registered form and authenticated
and delivered by the Rights Agent. Transfers and exchanges of the VCRs will be
made by presenting the VCR Certificate in the name of the transferor to the
Rights Agent, in its capacity as Security Registrar. The Rights Agent shall then
authenticate and deliver one or more new VCR Certificates in the name of the
designated transferee or transferees. Payment on the VCRs at the Maturity Date,
the Extended Maturity Date, the Default Payment Date or the Disposition Payment
Date, as the case may be, shall be made only upon presentation of a VCR
Certificate by the holder thereof at the office of the Rights Agent in New York,
New York.
The Rights Agent has certain duties and responsibilities with respect to
the holders of the VCRs (the "Holders"). For instance, if an Event of Default
occurs and is continuing, the Rights Agent must give notice of such Event of
Default to all Holders whose names appear in the security register; except that
the
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Rights Agent may withhold such notice so long as there is no default in payment
of the VCRs and the Rights Agent determines in good faith that withholding such
notice is in the interest of the Holders. In addition, the Rights Agent will
distribute to Holders (i) summaries of reports provided to the Rights Agent by
Metrocall and (ii) certain other reports required by the Trust Indenture Act.
In addition to providing annual and other reports to the Rights Agent,
Metrocall must also deliver to the Rights Agent, within 120 days after the end
of each fiscal year, a certificate of Metrocall's Chief Executive Officer or
Chief Financial Officer stating that all conditions and covenants provided for
in the VCR Agreement have been complied with. A similar certificate and an
opinion of counsel stating that any conditions precedent have been complied with
must be delivered to the Rights Agent if Metrocall requests that the Rights
Agent take any action under the VCR Agreement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law (the
"Delaware Law"), a corporation may indemnify its directors, officers, employees
and agents and its former directors, officers, employees and agents and those
who serve, at the corporation's request, in such capacities with another
enterprise, against expenses (including attorney's fees), as well as judgments,
fines and settlements in nonderivative lawsuits, actually and reasonably
incurred in connection with the defense of any action, suit or proceeding in
which they or any of them were or are made parties or are threatened to be made
parties by reason of their serving or having served in such capacity. The
Delaware Law provides, however, that such person must have acted in good faith
and in a manner he or she reasonably believed to be in (or not opposed to) the
best interests of the corporation and, in the case of a criminal action, such
person must have had no reasonable cause to believe his or her conduct was
unlawful. In addition, the Delaware Law does not permit indemnification in an
action or suit by or in the right of the corporation, where such person has been
adjudged liable to the corporation, unless, and only to the extent that, a court
determines that such person fairly and reasonably is entitled to indemnity for
costs the court deems proper in light of liability adjudication. Indemnity is
mandatory to the extent a claim, issue or matter has been successfully defended.
The Company's Restated Certificate of Incorporation and Bylaws provide
for mandatory indemnification of directors and officers on generally the same
terms as permitted by the Delaware Law. Under the Restated Certificate of
Incorporation, the Company shall advance expenses incurred by an officer or
director in defending any such action if the director or officer undertakes to
repay such amount if it is determined that he or she is not entitled to
indemnification. The Company has obtained directors and officers liability
insurance.
See Item 9 for the Registrant's undertakings with respect to
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibits to this Registration Statement are listed in the Index to
the Exhibits of this Registration Statement, which Index is herein incorporated
by reference.
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ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; (iii) to include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that clauses (i) and (ii) do
not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Alexandria, Virginia on the 19th day of June, 1996.
METROCALL, Inc.
By: /s/ Richard M. Johnston
---------------------------
Richard M. Johnston
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signature" constitutes and appoints Richard M.
Johnston and Vincent D. Kelly as his or her true and lawful attorneys-in-fact
each acting alone, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities to
sign any or all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitutes, each acting alone, may lawfully do or
cause to be done by virtue hereof.
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 Title Date
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<S> <C> <C>
/s/ Richard M. Johnston
_____________________________________________ Chairman of the Board June 19, 1997
Richard M. Johnston
/s/ William L. Collins, III President, Chief Executive June 19, 1997
_____________________________________________ Officer and Director
William L. Collins, III (Principal Executive Officer)
/s/ Vincent D. Kelly Chief Financial Officer and
_____________________________________________ Executive Vice President June 19, 1997
Vincent D. Kelly (Principal Financial and
Accounting Officer)
/s/ Harry L. Brock, Jr.
_____________________________________________ Director June 16, 1997
Harry L. Brock, Jr.
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Suzanne S. Brock
_____________________________________________
Suzanne S. Brock Director June 15, 1997
/s/ Francis A. Martin, III
_____________________________________________
Francis A. Martin, III Director June 19, 1997
/s/ Ronald V. Aprahamian
_____________________________________________ Director June 19, 1997
Ronald V. Aprahamian
/s/ Ryal R. Poppa
_____________________________________________ Director June 19, 1997
Ryal R. Poppa
/s/ Ray D. Russenberger
_____________________________________________ Director June 11, 1997
Ray D. Russenberger
/s/ Elliot H. Singer
_____________________________________________ Director June 11, 1997
Elliot H. Singer
/s/ Michael Greene
_____________________________________________ Director June 19, 1997
Michael Greene
/s/ Royce Yudkoff
_____________________________________________ Director June 19, 1997
Royce Yudkoff
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.1 Amended and Restated Certificate of Incorporation of Metrocall, Inc.,
as amended.(a)
3.2 Certificate of Amendment of Certificate of Incorporation of Metrocall,
Inc. dated May 8, 1997.(a)
3.3 Fifth Amended and Restated Bylaws of Metrocall, Inc.(b)
4.1 Metrocall, Inc. 1996 Stock Option Plan, as amended.(c)
4.2 First Amendment to Metrocall 1996 Stock Option Plan.(d)
4.3 Variable Common Rights ("VCRs") Agreement between Metrocall, Inc. and
First Union National Bank of Virginia, Rights Agent, dated as of
November 15, 1996, including Form of Certificate representing Variable
Common Rights. (e)
5 Opinion of Wilmer, Cutler & Pickering, as to the legality of the
securities being registered.
23.1 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP, as independent public accountants for
Metrocall, Inc.
23.3 Consent of Arthur Andersen LLP, as independent public accountants for
O.R. Estman, Inc. and Dana Paging, Inc. dba Satellite Paging.
23.4 Consent of Hutton, Patterson & Company, as independent public
accountants for Parkway Paging, Inc.
23.5 Consent of Deloitte & Touche LLP, as independent accountants for A+
Network, Inc.
23.6 Consent of Price Waterhouse LLP, as independent accountants for Network
Paging Corporation.
24 Power of attorney (included on signature pages of this Registration
Statement).
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(a) Incorporated by reference to Metrocall's Form 10-Q for the quarter
ended March 31, 1997 (File No. 000-21924), filed with the Commission on
May 15, 1997.
(b) Incorporated by reference to Metrocall's Form 10-K for the year ended
December 31, 1996 filed with the Commission on March 31, 1997.
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(c) Incorporated by reference to Metrocall's Proxy Statement filed for the
Annual Meeting of Stockholders held on May 7, 1997.
(d) Incorporated by reference to Metrocall's Registration Statement on Form
S-4, as amended (File No. 333-06919) initially filed with Commission on
June 27, 1996.
(e) Incorporated by reference to Metrocall's Annual Report on Form 10-K/A
for the year ended December 31, 1996, filed with the Commission on May
9, 1997.
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EXHIBIT 5
[WILMER, CUTLER & PICKERING LETTERHEAD]
June 19, 1997
Re: Metrocall, Inc. 1996 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Metrocall, Inc., a Delaware
corporation (the "Company"), in connection with the preparation by the Company
of a Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, for the registration of 2,016,000 shares of
common stock, $.01 par value per share (the "Shares") of the Company issuable
upon exercise of options ("Options") issuable pursuant to the Metrocall, Inc.
1996 Stock Option Plan, as amended, (the "Plan"), and 468,904 Variable Common
Rights ("VCRs") issuable with respect to certain of the Options.
For purposes of this opinion, we have examined the following
documents:
1. An executed copy of the Form S-8;
2. A copy of the Plan, as certified by the Secretary of the
Company on June 19, 1997 as then being complete, accurate,
and in effect;
3. A copy of the Variable Common Rights Agreement between
Metrocall, Inc. and First Union National Bank of Virginia,
Rights Agent, dated as of November 15, 1996 (the "VCR
Agreement");
4. A copy of the document disclosing material information to
option holders prepared in connection with the Form S-8;
5. A copy of the Amended and Restated Certificate of
Incorporation and Bylaws of the Company, as certified by
Secretary of the Company on as then being complete, accurate
and in effect.
6. The minutes of the meeting of the Board of Directors of April
5, 1996, approving the Plan, as certified by Secretary of the
Company on as then being complete, accurate and in effect.
<PAGE> 2
Metrocall, Inc.
June 19, 1997
Page 2
7. A copy of the Resolutions of the Board of Directors approving
the amendments to the Plan, as certified by the Secretary of
the Company on June 19, 1997 as then being complete,
accurate and in effect;
8. A copy of the Resolutions of the Board of Directors approving
the VCR Agreement, as certified by the Secretary of the
Company on June 19, 1997 as then being complete, accurate
and in effect;
9. A certificate executed by the Secretary of the Company dated .
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as certified,
telecopied, photostatic, or reproduced copies. We have assumed the accuracy of
the foregoing certifications, on which we are relying, and have made no
independent investigation thereof.
We are members of the Bar of the District of Columbia and the
State of Maryland and do not hold ourselves out as being experts in the law of
any other state. This opinion is limited to the laws of the United States and
the General Corporation Law of Delaware. Although we do not hold ourselves out
as being experts in the laws of Delaware, we have made an independent
investigation of such laws to the extent necessary to render our opinion. Our
opinion is rendered only with respect to the laws and the rules, regulations and
orders thereunder that are currently in effect.
Based upon, subject to, and limited by the foregoing, we are
of the opinion that:
1. the issuance of Shares in accordance with the terms of Plan
has been lawfully and duly authorized;
2. the issuance of Options in accordance with the terms of the
Plan has been lawfully and duly authorized;
3. the issuance of VCRs upon exercise of Options providing for
the issuance of VCRs has been lawfully and duly authorized;
4. when the Shares have been issued and delivered in accordance
with the terms of the Plan, the Shares will be legally issued,
fully paid and nonassessable; and
5. when the VCRs are issued and delivered upon exercise of
Options providing for the issuance of VCRs in accordance with
the terms of such Options, the VCRs will be legally issued,
fully paid and nonassessable.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion. This opinion has been
prepared solely for your use in connection with
<PAGE> 3
Metrocall, Inc.
June 19, 1997
Page 3
the filing of the Form S-8 on June 19, 1997, and should not be quoted in whole
or in part or otherwise be referred to, nor otherwise be filed with or furnished
to any governmental agency or other person or entity, without our express prior
written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Form S-8. Nothing herein shall be construed to cause us to be considered
"experts" within the meaning of Section 11 of the Securities Act of 1933, as
amended.
Sincerely,
WILMER, CUTLER & PICKERING
/s/ Thomas W. White
By: ________________________
Thomas W. White ,a partner
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 13, 1997
included in Metrocall, Inc.'s Form 10-K/A for the year ended December 31, 1996
and to all references to our Firm included in or made a part of this
registration statement filed on Form S-8.
/s/ Arthur Andersen LLP
-----------------------------
ARTHUR ANDERSEN LLP
Washington, D.C.
June 16, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, We hereby consent to the incorporation by
reference in this registration statement of our report dated April 24, 1996 on
the combined financial statements of O.R. Eastman, Inc. and Dana Paging, Inc.
included in Metrocall, Inc.'s Form 8-K/A filed on October 1, 1996 for the year
ended December 31, 1995 and to all references to our Firm included in or made a
part of this registration statement filed on Form S-8.
/s/ ARTHUR ANDERSON LLP
------------------------------------
ARTHUR ANDERSON LLP
Roseland, New Jersey
June 16, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, in this Registration
Statement on Form S-8 of Metrocall, Inc. of our report dated February 13, 1996,
except to NOTE M for which the date is September 30, 1996, relating to the
financial statements of Parkway Paging, Inc. which is appearing in the current
Report on Form 8-K/A filed on October 1, 1996, of Metrocall, Inc.
/s/ HUTTON, PATTERSON & COMPANY
----------------------------------
HUTTON, PATTERSON & COMPANY
Dallas, Texas
June 16, 1997
<PAGE> 1
EXHIBIT 23.5
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Metrocall, Inc. on Form S-8 of our report dated February 28, 1996 appearing in
the Current Report on Form 8-K/A of Metrocall, Inc. filed on October 1, 1996.
/s/ DELOITTE & TOUCHE LLP
---------------------------------
DELOITTE & TOUCHE LLP
Nashville, Tennessee
June 16, 1997
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Metrocall, Inc., of our report dated February 3, 1995,
except as to the first paragraph of Note 8 for which the date is August 31,
1995, relating to the consolidated financial statements of Network Paging
Corporation.
/s/ PRICE WATERHOUSE LLP
------------------------------------
PRICE WATERHOUSE LLP
Tampa, Florida
June 16, 1997
