<PAGE> 1
As filed with the Securities and Exchange Commission on April 13, 1999
Registration No. 333-_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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
----------------------
Approximate date of commencement of proposed sale to the public:
At such time or times after the effective date of this Registration Statement
that option holders may exercise their options.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please 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, other than securities offered only in connection with
dividend or interest reinvestment plans, 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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Maximum Maximum
Class of Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01
par value per share 311,400 (1) $6.53 (2) $2,034,018.00 $565
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
(1) This Registration Statement registers the issuance of 311,400 shares
issuable upon the exercise of options granted to certain former
ProNet Inc. (ProNet) officers and certain former ProNet non-employee
directors under the Metrocall, Inc. 1996 Stock Option Plan, as
amended. This Registration Statement also relates to such
indeterminate number of additional shares of Common Stock of
Metrocall, Inc. as may be issuable as a result of stock dividends,
stock splits, reclassifications and other changes affecting
Metrocall's Common Stock.
(2) In accordance with Rule 457(h), the aggregate offering price and the
amount of the registration fee for the foregoing options granted
under the 1996 Stock Option Plan, as amended, are computed on the
basis of the actual exercise prices specified in those granted
options (which range from $3.33 to $6.67).
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.
<PAGE> 3
Subject to Completion, dated April 13, 1999
PROSPECTUS
[LOGO]
METROCALL, INC.
311,400 Shares
Common Stock, per value $0.01 per share
This prospectus relates solely to 311,400 shares of common stock,
par value $0.01 per share (Common Stock) of Metrocall, Inc. (Metrocall, or the
Company) which may be issued by the Company upon the exercise of non-qualified
stock options granted to certain former ProNet Inc. (ProNet) officers and
certain former ProNet non-employee directors under the Company's 1996 Stock
Option Plan, as amended, to replace their ProNet stock options.
The Common Stock is traded on the Nasdaq Stock Market under the
symbol "MCLL." On April 9, 1999, the closing price for the Common Stock as
reported by Nasdaq was $3 1/16 per share.
CONSIDER CAREFULLY THE RISK FACTORS ON PAGE 4 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The date of this prospectus is April __, 1999.
<PAGE> 4
TABLE OF CONTENTS
Where You Can Find More Information ..................................... 3
Incorporation of Certain Documents
By Reference ............................................................ 3
Note Regarding Forwarding-Looking
Statements .............................................................. 4
The Company ............................................................. 4
Risk Factors ............................................................ 4
Use of Proceeds ......................................................... 4
Plan of Distribution and Summary of Plan ................................ 4
Legal Matters ........................................................... 7
Experts ................................................................. 7
-------------
You should rely only on the information contained in this prospectus or in
documents incorporated by reference. We have not authorized any other person to
provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus
is accurate as of the date on the front cover of this prospectus or on the date
of documents incorporated by reference. Our business, financial condition,
results of operations and prospects may have changed since that date.
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<PAGE> 5
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, therefore, file reports, proxy statements
and other information with the SEC. You can inspect and copy all of this
information at the Public Reference Room maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains a web site that contains reports, proxy statements
and information statements and other information regarding issuers, such as us,
that file electronically with the SEC. The address of this web site is
http:\\www.sec.gov.
This prospectus, which constitutes a part of a registration
statement on Form S-3 filed by us with the SEC under the Securities Act of 1933,
omits certain of the information set forth in the registration statement.
Accordingly, you should review the registration statement and its exhibits for
further information with respect to us and our common stock. Copies of the
registration statement and its exhibits are on file at the offices of the SEC.
Furthermore, statements contained in this prospectus concerning any document
filed as an exhibit are not necessarily complete and, in each instance, we refer
you to the copy of such document filed as an exhibit to the registration
statement. You should rely only on the information or representations provided
in this prospectus and the registration statement. We have not authorized anyone
to provide you with different information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede the information in this
prospectus. Accordingly, we incorporate by reference the documents listed below
and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act:
1. Metrocall's Annual Report on Form 10-K for the year ended
December 31, 1998.
2. Metrocall's Current Reports on Forms 8-K filed with the SEC on
October 16, 1998 as amended on January 27, 1999; and January 4,
1999.
3. The description of the Common Stock contained in Metrocall's
Registration Statement on Form 8-A filed with the SEC 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.
4. Metrocall's Proxy Statement for the Annual Meeting of
Stockholders dated April 5, 1999.
In addition, all reports and other documents we subsequently file
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus and before the filing of a post-effective amendment
which indicates that all securities offered under this prospectus have been
sold or which deregisters all securities remaining unsold, shall be deemed to
be part of this prospectus from the date of the filing of such reports and
documents.
We will provide without charge to each person, including any
beneficial owner, to whom this prospectus is delivered, upon written or oral
request, a copy of any or all documents that are incorporated into this
prospectus by reference (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the documents that
this prospectus incorporates). You should direct such requests to Metrocall,
Inc., 6677 Richmond Highway, Alexandria, Virginia 22306, Attention: Shirley B.
White, Assistant Secretary.
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<PAGE> 6
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This prospectus includes or incorporates forward-looking statements. We have
based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject to
risks, uncertainties and assumptions about Metrocall, including, among other
things:
- Metrocall's high leverage and need for substantial capital;
- Metrocall's ability to service its debt;
- Metrocall's history of operating losses;
- the restrictive covenants governing Metrocall's indebtedness;
- the amortization of Metrocall's intangible assets;
- Metrocall's ability to integrate acquisitions and realize cost savings
from the elimination of duplicative functions of acquired businesses;
- the risks associated with Metrocall's ability to implement its business
strategies;
- the impact of competition and technological developments;
- satellite transmission failures;
- subscriber turnover;
- Metrocall's ability to implement its Year 2000 readiness plan;
- litigation;
- regulatory changes; and
- dependence on key suppliers.
Other matters set forth in this prospectus or in the documents incorporated by
reference may also cause actual results in the future to differ materially from
those described in the forward-looking statements. We undertake no obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks, uncertainties
and assumptions, the forward-looking events discussed in this prospectus might
not occur.
THE COMPANY
We are a leading provider of local, regional and national paging and other
wireless messaging services. Through our nationwide wireless network we provide
messaging services to over 1,000 U.S. cities, including the top 100 Standard
Metropolitan Statistical Areas. Since 1993, our subscriber base has increased
from less than 250,000 to more than 5.6 million. We have achieved this growth
through a combination of internal growth and a program of mergers and
acquisitions. As of December 31, 1998, we were the second largest messaging
company in the United States based on the number of subscribers.
We were organized as a Delaware corporation in October 1982. Our
common stock is traded on the Nasdaq Stock Market under the symbol "MCLL." Our
principal executive offices are located at 6677 Richmond Highway, Alexandria,
Virginia 22306. Our telephone number is (703) 660-6677.
RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing us. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial may also impair our business
operations. If any of the following risks actually occur, our business,
financial condition or results of operations could be materially adversely
affected. In such case, you may lose all or part of your investment. You should
refer to documents we file with the SEC after the date of this prospectus,
which may include new risks or updated information regarding the risks
described below.
Metrocall's Business is Subject to Various Risks
This prospectus incorporates by reference those certain risk factors set
forth in Metrocall's Annual Report on Form 10-K for the year ended December 31,
1998 under "Additional Factors Affecting Future Operating Results and Financial
Condition," filed with the SEC on March 31, 1999.
USE OF PROCEEDS
The amount of proceeds that Metrocall will receive upon exercise of the
options to which this prospectus relates will depend upon the extent to which
the options are exercised. The maximum proceeds are approximately $2.0 million.
Metrocall intends to use the net proceeds from the sale of the Common Stock
offered hereby for general corporate purposes.
PLAN OF DISTRIBUTION AND SUMMARY OF PLAN
The shares of Common Stock of the Company covered by this prospectus are
being offered by the Company to certain former ProNet officers and certain
former ProNet non-employee directors pursuant to the Company's 1996 Stock Option
Plan, as amended (the Plan).
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<PAGE> 7
A copy of the Plan is incorporated by reference as an exhibit to the
Registration Statement of which this Prospectus forms a part. The following
summary of certain provisions of the Plan does not purport to be complete, and
is subject to and qualified in its entirety by reference to the full text of
the Plan. The following summary covers only those parts of the Plan that apply
to the shares covered by this prospectus.
GENERAL
Purpose. The Plan offers eligible employees and non-employee
directors the opportunity to purchase shares of Common Stock. The Plan is
intended to encourage employees and non-employee directors to acquire an equity
interest in the Company, which thereby will create a stronger incentive to
expend maximum effort for the growth and success of the Company and its
subsidiaries. We also issue options under the Plan to replace options held by
employees or former employees of companies we acquire. All of the options (the
"Covered Options") underlying the shares covered by this prospectus were issued
to officers and non-employee directors of ProNet in connection with our
acquisition of ProNet. Funds received by the Company under the Plan may be used
for any general corporate purpose.
Shares Available Under the Plan. The number of shares issuable
under the Plan will be adjusted for stock dividends, stock splits,
reclassifications and other changes affecting Metrocall's Common Stock. If any
option granted under the Plan expires or terminates prior to exercise in full,
the shares subject to that option will be available for future grants under the
Plan.
Administration. The Plan is administered by the Board of Directors
or the Compensation Committee of the Board of Directors (the "Committee"). The
Committee has the authority and discretion to interpret and construe the terms
of the Plan and any agreements governing options granted under the Plan.
OPTIONS GRANTED UNDER THE PLAN
General. The Covered Options are evidenced by a written agreement
setting forth the terms and conditions governing the option. The Committee has
broad discretion to determine the timing, amount, exercisability and other
terms and conditions of options granted to employees. No Covered Options
granted under the Plan are assignable or transferable, other than by will or in
accordance with the laws of descent and distribution.
Exercise. Options granted under the Plan may be exercised by
delivery to the Committee of a written notice of exercise. The notice must
specify the number of shares being exercised and must be accompanied by payment
in full of the option price for the shares being exercised (unless the
optionee's written notice of exercise directs that the stock certificates for
the shares issued upon the exercise be delivered to a licensed broker
acceptable to Metrocall as the agent for the optionee and at the time the stock
certificates are delivered to the broker, the broker tenders to Metrocall cash
or cash equivalents acceptable to Metrocall equal to the exercise price). The
option price may be paid as permitted by the option agreement, (a) in cash or
certified check, (b) by tendering shares of Common Stock that the optionee has
held for at least 6 months and that will be valued at the fair market value on
the date of exercise; or (c) any combination of these methods. An optionee will
not have any of the rights of a stockholder until payment in full for the
shares is received and a stock certificate is issued. In addition, with respect
to options granted to employees, options may be exercised by any other method
that the Committee prescribes.
Term of Options. Each Covered Option granted under the Plan will
terminate no later than December 30, 2001 (or such earlier date as its
agreement specifies).
TAX CONSEQUENCES
The following is a general summary of the federal income tax
treatment of non-qualified stock options granted under the Plan based upon the
current provisions of the Code and regulations promulgated thereunder.
Nonqualified Stock Options. No tax consequences result from the
grant of a nonqualified stock option. An option holder who exercises a
non-qualified stock option with cash generally will realize compensation
taxable as ordinary income in an amount equal to the difference between the
fair market value of the option shares on the date of exercise and the option
exercise price, and the Company will be entitled to a deduction from income in
the same amount. The option holder's basis in such shares will be the fair
market value of the shares on the date exercised, and when the shares are
disposed of, capital gain or loss, either long-term or short-term, will be
recognized depending on the holding period of the shares.
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<PAGE> 8
BECAUSE THE TAX CONSEQUENCES TO AN OPTION HOLDER MAY VARY DEPENDING
ON HIS OR HER INDIVIDUAL CIRCUMSTANCES, EACH OPTION HOLDER SHOULD CONSULT HIS OR
HER PERSONAL TAX ADVISOR REGARDING THE FEDERAL AND ANY STATE, LOCAL OR FOREIGN
TAX CONSEQUENCES TO HIM OR HER.
COVERED OPTIONS
The following Covered Options have been awarded under the Plan to
the following former ProNet officers and former ProNet non-employee directors:
<TABLE>
<CAPTION>
Grant Grant
Name Date Type Options Outstanding *
- ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C>
David J. Vucina, 12/31/97 Non-qualified 180,900
former ProNet 12/31/97 Non-qualified 2,250
executive 12/31/97 Non-qualified 36,000
- ---------------------- ---------------------- ---------------------- ----------------------
Mark A. Solls, 12/31/97 Non-qualified 49,500
former ProNet
executive
- ---------------------- ---------------------- ---------------------- ----------------------
Tom Bruns, 12/30/97 Non-qualified 6,750
former ProNet
non-empl. Dir.
- ---------------------- ---------------------- ---------------------- ----------------------
Harvey B. 12/30/97 Non-qualified 6,750
Cash,
former 12/30/97 Non-qualified 11,250
ProNet
non-empl. Dir. 12/30/97 Non-qualified 2,250
- ---------------------- ---------------------- ---------------------- ----------------------
Mark Masur, 12/30/97 Non-qualified 6,750
former ProNet
non-empl. Dir.
- ---------------------- ---------------------- ---------------------- ----------------------
George Platt, 12/30/97 Non-qualified 9,000
former ProNet
non-empl. Dir.
- ---------------------- ---------------------- ---------------------- ----------------------
Total Options
Outstanding 311,400
---------------------- ----------------------
</TABLE>
<TABLE>
<CAPTION>
Option
Name Price Expiration Date
- ---------------------- --------------------- ---------------------
<S> <C> <C>
David J. Vucina, $6.67 12/30/01
$5.97 12/30/01
former ProNet
executive $6.38 12/30/01
- ---------------------- --------------------- ---------------------
Mark A. Solls, $6.67 12/30/01
former ProNet
executive
- ---------------------- --------------------- ---------------------
Tom Bruns, $6.67 5/21/01
former ProNet
non-empl. Dir.
- ---------------------- --------------------- ---------------------
Harvey B. $6.67 7/2/01
Cash,
former $6.67 12/30/01
ProNet
non-empl. Dir. $6.25 12/30/01
- ---------------------- --------------------- ---------------------
Mark Masur, $6.67 7/01/01
former ProNet
non-empl. Dir.
- ---------------------- --------------------- ---------------------
George Platt, $3.33 12/30/01
former ProNet
non-empl. Dir.
- ---------------------- --------------------- ---------------------
</TABLE>
- ----------------
*All of the options are immediately exercisable.
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LEGAL MATTERS
The validity of the shares offered hereby and certain other legal
matters will be passed on for the Company by Wilmer, Cutler & Pickering,
Washington, D.C.
EXPERTS
The financial statements and schedule of Metrocall, Inc. included
in Metrocall, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1998 and incorporated by reference in this prospectus have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein in reliance upon the
authority of said firm as experts in giving said reports.
The combined financial statements of AT&T Wireless Services,
Inc. - Messaging Division at December 31, 1997 and 1996, and for the three years
ended December 31, 1997 and the notes thereto have been incorporated by
reference in reliance on the report of PricewaterhouseCoopers LLP (successor to
Coopers & Lybrand L.L.P.), independent accountants, given on the authority of
such firm as experts in auditing and accounting.
7
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses relating to the registration of shares of Common Stock
will be borne by the registrant. Such expenses are estimated to be as follows:
<TABLE>
<S> <C>
SEC Registration Fee .................................................... $ 565
Accounting fees and expenses ............................................ 2,500
Legal fees and expenses ................................................. 2,500
Miscellaneous expenses .................................................. 1,935
Total ....................................................... $ 7,500
</TABLE>
ITEM 15. 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 Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide for mandatory indemnification of directors
and officers on generally the same terms as permitted by the Delaware Law.
Under the Amended and 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 17 for the
Registrant's undertakings with respect to indemnification.
ITEM 16. EXHIBITS
The Exhibits to this Registration Statement are listed in the Index
to Exhibits of this Registration Statement, which Index is hereby incorporated
by reference.
ITEM 17. 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
II-1
<PAGE> 11
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.
The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given
the latest quarterly report it is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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.
[the remainder of this page is left intentionally blank]
II-2
<PAGE> 12
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-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Alexandria, Virginia on this 13th day of April, 1999.
METROCALL, Inc.
By: /s/ Vincent D. Kelly
-------------------------------
Vincent D. Kelly
Chief Financial Officer and
Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
under the heading "Signature" constitutes and appoints William L. Collins 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
--------- ----- ----
<S> <C> <C>
/s/ Richard M. Johnston Chairman of the Board April 13, 1999
---------------------------------
Richard M. Johnston
/s/ William L. Collins, III Vice Chairman of the Board, President,
--------------------------------- Chief Executive Officer and Director
William L. Collins, III (Principal Executive Officer) April 13, 1999
/s/ Vincent D. Kelly Chief Financial Officer, Executive Vice
--------------------------------- President and Treasurer (Principal
Vincent D. Kelly Financial and Accounting Officer) April 13, 1999
/s/ Harry L. Brock, Jr.
--------------------------------- Director April 13, 1999
Harry L. Brock, Jr.
</TABLE>
II-3
<PAGE> 13
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Francis A. Martin, III
--------------------------------- Director April 13, 1999
Francis A. Martin, III
/s/ Ronald V. Aprahamian
--------------------------------- Director April 13, 1999
Ronald V. Aprahamian
/s/ Elliott H. Singer
--------------------------------- Director April 13, 1999
Elliott H. Singer
/s/ Michael Greene
--------------------------------- Director April 13, 1999
Michael Greene
/s/ Royce R. Yudkoff
--------------------------------- Director April 13, 1999
Royce R. Yudkoff
/s/ Jackie R. Kimzey
-------------------------------- Director April 13, 1999
Jackie R. Kimzey
/s/ Edward E. Jungerman
-------------------------------- Director April 13, 1999
Edward E. Jungerman
/s/ Max D. Hopper
-------------------------------- Director April 13, 1999
Max D. Hopper
</TABLE>
II-4
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
4 1996 Stock Option Plan, as amended (a)
5 Opinion of Wilmer, Cutler & Pickering as to the legality of the securities being
registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of PricewaterhouseCoopers LLP (successor to Coopers & Lybrand L.L.P.)
24 Power of attorney (included on signature pages of this Registration Statement)
</TABLE>
- -----------
(a) Incorporated by reference to Metrocall's Proxy Statement (File No.
000-21924) as filed with the Commission on April 4, 1999.
II-5
<PAGE> 1
EXHIBIT 5
WILMER, CUTLER & PICKERING Washington
2445 M STREET, N.W. Baltimore
WASHINGTON, D.C. 20037-1420 New York
_________ London
Brussels
TELEPHONE (202) 663-6000 Berlin
FACSIMILE (202) 663-6363
April 12, 1999
Metrocall, Inc.
6910 Richmond Highway
Alexandria, VA 22306
Re: Metrocall, Inc. 1996 Stock Option Plan, as amended
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-3 under the Securities Act of 1933, as
amended, for the registration of 311,400 shares of common stock, $.01 par value
per share (the "Shares"), of the Company issuable pursuant to the Metrocall,
Inc. 1996 Stock Option Plan, as amended, (the "Plan").
For purposes of this opinion, we have examined the following
documents, as certified by the Secretary of the Company on April 12, 1999, as
then being complete, accurate, and in effect:
(1) A copy of the Plan, effective as of February 3, 1999;
and
(2) A copy of the Resolutions of the Board of Directors
dated December 17, 1997, approving amendments to the
Plan.
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.
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.
<PAGE> 2
Metrocall, Inc.
April 12, 1999
Page 2
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; and
(2) 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.
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 Form S-3, 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-3. 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
By: /s/ Thomas W. White
-------------------------------
Thomas W. White, a partner
<PAGE> 1
EXHIBIT 23.1
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 5, 1999
included in Metrocall's Form 10-K for the year ended December 31, 1998 and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen, LLP
Arthur Andersen LLP
Washington, D.C.
April 9, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Metrocall, Inc.'s registration
statement on Form S-3 of our report dated February 27, 1998, except for Note 10
as to which the date is December 1, 1998, on our audit of the 1997 and 1996
combined financial statements of AT&T Wireless Services, Inc. - Messaging
Division. We also consent to the reference to our firm under the caption
"Experts."
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Seattle, Washington
April 12, 1999
