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As filed with the Securities and Exchange Commission on January 27, 1999
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.
AMENDED EMPLOYEE STOCK PURCHASE 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.
ROGER J. PATTERSON, ESQ.
WILMER, CUTLER & PICKERING
2445 M STREET, N.W.
WASHINGTON, D.C. 20037
(202) 663-6000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Name of Plan Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C> <C>
Amended Employee Common Stock, par 700,000 $5.1875(1) $3,631,250 $1,010
Stock Purchase Plan value $0.01 per
share,
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</TABLE>
(1) In accordance with Rule 457(h) and Rule 457(c) the aggregate offering
price and the amount of the registration fee are computed on the basis of
the average of the high and low prices reported in the Nasdaq Stock
Market on January 22, 1999.
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Except as set forth below, the entire contents of the Form S-8 filed by
Metrocall, Inc. (the "Company") on November 17, 1995, Registration Statement No.
33-99556, is hereby incorporated by reference.
PART II
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legal validity of the Shares of Class A Common Stock of the Company
offered by the Registrant pursuant to this Registration Statement is being
passed upon by Wilmer, Cutler & Pickering.
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.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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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 27th day of January, 1999.
METROCALL, Inc.
By:/s/ VINCENT D. KELLY
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Vincent D. Kelly
Chief Financial Officer and Executive Vice
President
POWER OF ATTORNEY
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>
Chairman of the Board January 27, 1999
*
- ---------------------------------------
Richard M. Johnston
President, Chief Executive January 27, 1999
* Officer and Director
- --------------------------------------- (Principal Executive Officer)
William L. Collins, III
Chief Financial Officer and
/s/ VINCENT D. KELLY Executive Vice President January 27, 1999
- --------------------------------------- (Principal Financial and
Vincent D. Kelly Accounting Officer)
* Director January 27, 1999
- ---------------------------------------
Harry L. Brock, Jr.
* Director January 27, 1999
- ---------------------------------------
Suzanne S. Brock
* Director January 27, 1999
- ---------------------------------------
Francis A. Martin, III
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
- ---------------------------------------
Ronald V. Aprahamian Director January 27, 1999
*
- --------------------------------------- Director January 27, 1999
Ray D. Rusenberger
*
- ---------------------------------------
Elliott H. Singer Director January 27, 1999
*
- --------------------------------------- Director January 27, 1999
Michael Greene
*
- --------------------------------------- Director January 27, 1999
Royce R. Yudkoff
January __, 1999
- --------------------------------------- Director
Jackie R. Kimzey
January __, 1999
- --------------------------------------- Director
Edward E. Jungerman
January __, 1999
- --------------------------------------- Director
Max D. Hopper
*By: /s/ VINCENT D. KELLY
- ---------------------------------------
Vincent D. Kelly
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
3.1 Amended and Restated Certificate of Incorporation of Metrocall, Inc., as
amended (a)
3.3 Seventh Amended and Restated Bylaws of Metrocall, Inc.(b)
4 Amended Employee Stock Purchase Plan (c)
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
24 Power of attorney
</TABLE>
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(a) Incorporated by reference to Metrocall's Registration Statement on Form
S-4, as amended (File No. 333-44329), filed with the Commission on
January 15, 1998.
(b) Incorporated by reference to Metrocall's Report on Form 10-Q for the
quarter ended June 30, 1998 as filed with the Commission on August 14,
1998.
(c) Incorporated by reference to Metrocall's Registration Statement on Form
S-4 Amendment No. 1 (File No. 333-36079) as filed with the Commission on
October 27, 1997.
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EXHIBIT 5
WILMER, CUTLER & PICKERING
2445 M STREET, N.W.
WASHINGTON, D.C. 20037-1420 WASHINGTON
-------------- BALTIMORE
TELEPHONE (202) 663-6000 NEW YORK
FACSIMILE (202) 663-6363 LONDON
BRUSSELS
BERLIN
January 25, 1999
Metrocall, Inc.
6677 Richmond Highway
Alexandria, Virginia 22306
Re: Metrocall, Inc. Amended Employee Stock Purchase 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 700,000 shares of common stock, $.01
par value per share (the "Shares") of the Company issuable pursuant to the
Metrocall, Inc. Amended Employee Stock Purchase Plan, as amended, (the "Plan").
For purposes of this opinion, we have examined the following documents:
(1) A copy of the Plan, as certified by the Secretary of the Company on
January 25, 1999, as then being complete, accurate, and in effect;
(2) A copy of the Amended and Restated Certificate of Incorporation and
Bylaws of the Company, as certified by Secretary of the Company on
January 25, 1999 as then being complete, accurate and in effect; and
(3) A copy of the Resolutions of the Board of Directors dated November 5,
1997, approving amendments to the Plan, as certified by the Secretary of
the Company on January 25, 1999 as then being complete, accurate and in
effect.
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Metrocall, Inc.
January 25, 1999
Page 2
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. 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-8, 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
By: /s/ THOMAS W. WHITE
-----------------------------
Thomas W. White, a partner
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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 9,
1998 (except with respect to the matters discussed under Source One Wireless,
Inc. and Americom Paging Corporation in Note 9 as to which the date is March
26, 1998) included in Metrocall's Form 10-K for the year ended December 31,
1997 and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
January 26, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Metrocall, Inc. on Form S-8 of our report dated February 27, 1998, except for
Note 10 as to which the date is December 1, 1998, on our audits of the combined
financial statements of AT&T Wireless Services, Inc. - Messaging Division, a
business unit of AT&T Wireless Services, Inc., as of December 31, 1997 and 1996
and for the years ended December 31, 1997, 1996 and 1995, which report is
included in the Form 8-K/A of Metrocall, Inc. as filed on January 27, 1999.
PricewaterhouseCoopers LLP
Seattle, Washington
January 27, 1999
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Exhibit 24
The following resolution was adopted by the Board of Directors of the
issuer on November 5, 1997:
RESOLVED FURTHER, that Vincent D. Kelly and William L. Collins, III, be
and each of them hereby is appointed as the attorney-in-fact of the Corporation
and as the attorney-in-fact of each of the directors of the Corporation, with
full power of substitution and resubstitution for and in the name, place and
stead of the Corporation and each director of the Corporation to sign, date,
attest, and file the Registration Statement, or any other form that may be used
from time to time, including all amendments, supplements, or post-effective
amendments to the Registration Statement, with respect to the registration and
issuance of the shares of Common Stock of the Corporation issuable under the
ESPP;
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