<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1997.
REGISTRATION NO. 333-31719
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
AMENDMENT NO.1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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METROCALL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 4812 54-1215634
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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6677 RICHMOND HIGHWAY
ALEXANDRIA, VIRGINIA 22306
(703) 660-6677
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
WILLIAM L. COLLINS, III
CHIEF EXECUTIVE OFFICER
METROCALL, INC.
6677 RICHMOND HIGHWAY
ALEXANDRIA, VIRGINIA 22306
(703) 660-6677
(NAME, 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
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after the effective date of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE(1) PRICE FEE
- ---------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share.............. 7,497,458 $5.03 $37,721,586 $11,431(2)
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(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee, based upon the average of the high and low prices per
share of Metrocall, Inc. common stock, par value $.01 per share, on July 14,
1997, as reported on the Nasdaq Stock Market's National Market.
(2) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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2.1 Amended and Restated Asset Purchase Agreement by and among Page America and
Metrocall dated as of January 30, 1997.(a)
2.2 Amendment to Asset Purchase Agreement by and among Page America and
Metrocall dated as of March 28, 1997.(b)
2.3 Form of Certificate of Designation, Number, Powers, Preferences and
Relative, Participating, Optional and Other Rights of Metrocall, Inc. Series
B Junior Convertible Preferred Stock.(c)
2.4 Registration Rights Agreement dated July 1, 1997 by and among Metrocall and
Page America.(d)
2.5 Registration Rights Agreement dated July 1, 1997 by and among Metrocall and
Page America.(d)
2.6 Indemnity Escrow Agreement dated July 1, 1997 by and among Page America and
Metrocall.(d)
4.1 Specimen Certificate representing the Metrocall Common Stock.(e)
5.1 Opinion of Wilmer, Cutler & Pickering as to the legality of the securities
being registered.(f)
23.1 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.1).
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.+
23.4 Consent of Hutton, Patterson & Company, as independent accountants for
Parkway Paging, Inc.+
23.5 Consent of Deloitte & Touche LLP, as independent auditors for A+ Network,
Inc.+
23.6 Consent of Price Waterhouse LLP, as independent certified public accountants
for Network Paging Corporation.+
24 Power of Attorney (included in signature pages of this Registration
Statement).+
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(a) Incorporated by reference to Metrocall's Registration Statement on Form
S-4, as amended (File No. 333-21231), filed with the Commission on February
5, 1997.
(b) Incorporated by reference to Metrocall's Registration Statement, Amendment
No. 2, on Form S-4 (File No. 333-21231), filed with the Commission on May
1, 1997.
(c) Incorporated by reference to Metrocall's Registration Statement, Amendment
No. 1, on Form S-4 (File No. 333-21231), filed with the Commission on April
15, 1997.
(d) Incorporated by reference to Metrocall's Current Report on Form 8-K filed
with the Commission on July 14, 1997.
(e) Incorporated by reference to Metrocall's Registration Statement on Form
S-1, as amended (File No. 33-63886), filed with the Commission on July 12,
1993.
(f) Amended exhibit filed herewith.
+ Previously filed.
II-1
<PAGE> 3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE COUNTY OF FAIRFAX, COMMONWEALTH
OF VIRGINIA, ON JULY 22, 1997.
METROCALL, INC.
By: /s/ VINCENT D. KELLY
---------------------------------
Name: Vincent D. Kelly
Title: Executive Vice President
and CFO
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
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SIGNATURE CAPACITY DATE
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* President, Chief Executive Officer and July 22, 1997
- -------------------------------------- Director (Principal Executive Officer)
WILLIAM L. COLLINS, III
/s/ VINCENT D. KELLY Executive Vice President, Chief July 22, 1997
- -------------------------------------- Financial Officer (Principal Financial
VINCENT D. KELLY and
Accounting Officer)
* Chairman of the Board July 22, 1997
- --------------------------------------
RICHARD M. JOHNSTON
* Director July 22, 1997
- --------------------------------------
RONALD V. APRAHAMIAN
* Director July 22, 1997
- --------------------------------------
HARRY L. BROCK, JR.
* Director July 22, 1997
- --------------------------------------
SUZANNE S. BROCK
* Director July 22, 1997
- --------------------------------------
FRANCIS A. MARTIN, III
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II-2
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<CAPTION>
SIGNATURE CAPACITY DATE
- -------------------------------------- -------------------------------------- --------------
<C> <C> <S>
- -------------------------------------- Director July , 1997
RYAL R. POPPA
* Director July 22, 1997
- --------------------------------------
RAY D. RUSSENBERGER
* Director July 22, 1997
- --------------------------------------
ELLIOTT H. SINGER
* Director July 22, 1997
- --------------------------------------
MICHAEL GREENE
* Director July 22, 1997
- --------------------------------------
ROYCE R. YUDKOFF
*By: /s/ VINCENT D. KELLY
- --------------------------------------
VINCENT D. KELLY
Attorney-in-fact
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II-3
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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2.1 Amended and Restated Asset Purchase Agreement by and among Page America
and Metrocall dated as of January 30, 1997.(a)
2.2 Amendment to Asset Purchase Agreement by and among Page America and
Metrocall dated as of March 28, 1997.(b)
2.3 Form of Certificate of Designation, Number, Powers, Preferences and
Relative, Participating, Optional and Other Rights of Metrocall, Inc.
Series B Junior Convertible Preferred Stock.(c)
2.4 Registration Rights Agreement dated July 1, 1997 by and among Metrocall
and Page America.(d)
2.5 Registration Rights Agreement dated July 1, 1997 by and among Metrocall
and Page America.(d)
2.6 Indemnity Escrow Agreement dated July 1, 1997 by and among Page America
and Metrocall.(d)
4.1 Specimen Certificate representing the Metrocall Common Stock.(e)
5.1 Opinion of Wilmer, Cutler & Pickering as to the legality of the securities
being registered.(f)
23.1 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.1).
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.+
23.4 Consent of Hutton, Patterson & Company, as independent accountants for
Parkway Paging, Inc.+
23.5 Consent of Deloitte & Touche LLP, as independent auditors for A+ Network,
Inc.+
23.6 Consent of Price Waterhouse LLP, as independent certified public
accountants for Network Paging Corporation.+
24 Power of Attorney (included in signature pages of this Registration
Statement).+
</TABLE>
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(a) Incorporated by reference to Metrocall's Registration Statement on Form
S-4, as amended (File No. 333-21231), filed with the Commission on February
5, 1997.
(b) Incorporated by reference to Metrocall's Registration Statement, Amendment
No. 2, on Form S-4 (File No. 333-21231), filed with the Commission on May
1, 1997.
(c) Incorporated by reference to Metrocall's Registration Statement, Amendment
No. 1, on Form S-4 (File No. 333-21231), filed with the Commission on April
15, 1997.
(d) Incorporated by reference to Metrocall's Current Report on Form 8-K filed
with the Commission on July 14, 1997.
(e) Incorporated by reference to Metrocall's Registration Statement on Form
S-1, as amended (File No. 33-63886), filed with the Commission on July 12,
1993.
(f) Amended exhibit filed herewith.
+ Previously filed.
II-4
<PAGE> 1
EXHIBIT 5.1
[WILMER, CUTLER & PICKERING LETTERHEAD]
July 21, 1997
Metrocall, Inc.
6677 Richmond Highway
Alexandria, Virginia 22306
Re: Metrocall, Inc. Registration Statement on Form S-3
Dear Ladies and Gentlemen:
We have acted as counsel to Metrocall, Inc., a Delaware corporation (the
"Company"), in connection with a Registration Statement (the "Registration
Statement") on Form S-3 initially filed with the Securities and Exchange
Commission (the "Commission") on July 21, 1997 under the Securities Act of 1933,
as amended. The Registration Statement relates to the registration of 3,997,458
shares of common stock of the Company, par value $0.01 per share issued to Page
America Group, Inc. (the "Shares") and 3,500,000 shares of common stock (the
"Conversion Shares") issuable upon conversion of the Company's Series B Junior
Convertible Preferred Stock ("Series B Preferred Stock"), issued in connection
with the purchase by the Company of substantially all the assets of Page America
Group, Inc., Page America of New York, Inc., Page America of Illinois, Inc.,
Page America Communications of Indiana, Inc., and Page America of Pennsylvania,
Inc. (the "Sellers"). The purchase was effected pursuant to an Amended and
Restated Asset Purchase Agreement dated as of January 30, 1997, as amended
pursuant to an amendment dated as of March 28, 1997 (the "Agreement"), among the
Company and the Sellers. For the purposes of this opinion, we have examined and
relied upon such documents, records, certificates and other instruments as we
have deemed necessary.
Based solely upon the foregoing, and upon our examination of such questions
of law and statutes as we have considered necessary or appropriate, and subject
to the assumptions, qualifications, limitations and exceptions set forth herein,
we are of the opinion that (i) the Shares and the Conversion Shares have been
lawfully and duly authorized; (ii) the Shares have been validly issued, and are
fully paid and nonassessable; and (iii) when issued upon conversion of the
Series B Preferred Stock in accordance with the Certificate of Designation,
Number, Powers, Preferences and Relative, Participating, Optional and Other
Rights of Metrocall, Inc. Series B Junior Convertible Preferred Stock, the
Conversion Shares will be validly issued, fully paid and nonassessable.
We are members of the bar of the District of Columbia 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 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.
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 the filing of the Registration Statement
on July 21, 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.
<PAGE> 2
Metrocall, Inc.
July 21, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein under the caption
"Legal Matters."
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ THOMAS W. WHITE
------------------------------------
Thomas W. White, a partner
