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As filed with the Securities and Exchange Commission on February 12, 1999
Registration No. 333-_______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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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, AS AMENDED
(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)
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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>
1996 Stock Option Common Stock, par 3,984,000 (1) $5.05(2) $20,121,826 $5,594
Plan, as amended value $0.01 per share
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</TABLE>
(1) This Registration Statement registers the issuance of: (a) 3,984,000
shares available for grant to eligible employees and non-employee
directors under the Metrocall, Inc. 1996 Stock Option Plan, as amended
(the Plan); (b) such indeterminate number of additional shares of Common
Stock of Metrocall, Inc. (Metrocall) as may be issuable as a result of
stock dividends, stock splits, reclassifications and other changes
affecting Metrocall's Common Stock.
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(2) 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 (a) for ungranted options, the average of the high and low prices
reported in the Nasdaq Stock Market on February 11, 1999, and (b) for
granted options, the actual exercise prices specified in those granted
options (which range from $3.33 to $6.75).
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Except as set forth below, the entire contents of the Form S-8
filed by Metrocall, Inc. (the "Company") on June 20, 1997, Registration
Statement No. 333-29595, is hereby incorporated by reference.
PART II
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legal validity of the Shares of 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 Exhibit
Index to this Registration Statement, which Exhibit 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 this 12th day of February, 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
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
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<S> <C> <C>
Chairman of the Board February 12, 1999
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Richard M. Johnston
President, Chief Executive February 12, 1999
Officer and Director
/s/ WILLIAM L. COLLINS, III (Principal Executive Officer)
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William L. Collins, III
Chief Financial Officer and
Executive Vice President February 12, 1999
/s/ Vincent D. Kelly (Principal Financial and
- ------------------------------ Accounting Officer)
Vincent D. Kelly
/s/ HARRY L. BROCK, JR. Director February 12, 1999
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Harry L. Brock, Jr.
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director February 12, 1999
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Francis A. Martin, III
/s/ RONALD V. APRAHAMIAN Director February 12, 1999
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Ronald V. Aprahamian
/s/ RAY D. RUSENBERGER Director February 12, 1999
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Ray D. Rusenberger
/s/ ELLIOTT H. SINGER Director February 12, 1999
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Elliott H. Singer
/s/ MICHAEL GREENE Director February 12, 1999
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Michael Greene
/s/ ROYCE R. YUDKOFF Director February 12, 1999
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Royce R. Yudkoff
/s/ JACKIE R. KIMZEY Director February 12, 1999
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Jackie R. Kimzey
/s/ EDWARD E. JUNGERMAN Director February 12, 1999
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Edward E. Jungerman
/s/ MAX D. HOPPER Director February 12, 1999
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Max D. Hopper
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<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
24 Power of attorney (included on signature pages of this registration
statement)
</TABLE>
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(a) 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
Washington
WILMER, CUTLER & PICKERING Baltimore
2445 M STREET, N.W. New York
WASHINGTON, D.C. 20037-1420 London
Brussels
_________ Berlin
TELEPHONE (202) 663-6000
FACSIMILE (202) 663-6363
February 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-8 under the Securities Act of 1933, as amended, for the
registration of 3,984,000 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 February 12, 1999, as then being
complete, accurate, and in effect:
(1) A copy of the Plan; and
(2) A copy of the Resolutions of the Board of Directors dated June 19,
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. Our opinion is rendered
only with respect to the laws and the rules, regulations and orders thereunder
that are currently in effect.
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Metrocall, Inc.
February 12, 1999
Page 2
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
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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.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Washington, D.C.
February 12, 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.
/s/ PricewaterhouseCoopers LLP
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PRICEWATERHOUSECOOPERS LLP
SEATTLE, WASHINGTON
FEBRUARY 12, 1999
