<PAGE> 1
As filed with the Securities and Exchange Commission on July 2, 1999
Registration No. 333-76143
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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. [ ]
<PAGE> 2
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
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 of
Metrocall, Inc. which may be issued by Metrocall upon the exercise of
non-qualified stock options granted to two former ProNet Inc. officers and four
former ProNet non-employee directors under Metrocall'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 June 30, 1999, the closing price for the common stock as
reported by Nasdaq was $2 3/4 per share.
Please see "Risk Factors" beginning on page 4 for a discussion of factors you
should consider in connection with this offering.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED
THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. 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 July 2, 1999.
<PAGE> 4
TABLE OF CONTENTS
About Metrocall.......................................................... 3
Risk Factors ............................................................ 3
Where You Can Find More Information ..................................... 4
Information Incorporated Into this Prospectus ........................... 5
Use of Proceeds ......................................................... 5
Plan of Distribution and Summary of Plan ................................ 5
Legal Matters ........................................................... 7
Experts ................................................................. 7
2
<PAGE> 5
ABOUT METROCALL
Metrocall is a leading provider of local, regional and national paging and other
wireless messaging services. Paging is the transmission of a telephone number or
a text message by radio to a compact receiver that an individual carries on his
or her person. In addition to traditional paging, Metrocall's other wireless
messaging services include providing news, sports, stock and other general and
customized information by radio transmission to pagers with text-receiving
capability. We have a national network of paging transmitters through which we
provide messaging services to over 1,000 cities, including the 100 largest
metropolitan areas. Since 1993, the number of our subscribers 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. At
December 31, 1998, we were the second largest messaging company in the United
States based on the number of subscribers.
In October 1998, Metrocall acquired the paging operations of AT&T Wireless
Services, Inc. This acquisition increased our subscriber base by adding 1.2
million subscribers to our existing customer base. We also acquired a radio
frequency license that will enable us to develop a two-way paging network. With
two-way paging, the customer will be able to send, as well as receive, messages
on a messaging device. We will also be able to offer guaranteed delivery
service. With a conventional pager, if the recipient is out of range or his or
her pager is off when the message is transmitted, the message is lost.
Guaranteed delivery service saves the message and delivers it when the pager
comes back into range or is turned back on.
We have also entered into a five-year strategic alliance with PageMart Wireless,
Inc. to develop the radio frequency we acquired from AT&T Wireless Services and
to offer services using this spectrum. Under this alliance, we will share with
PageMart capital expenditures and operating expenses involved in constructing
and providing services using this spectrum.
-------------------------
Metrocall was organized as a Delaware corporation in October 1982. Metrocall
common stock is traded on the Nasdaq Stock Market under the symbol "MCLL."
Metrocall's principal executive offices are located at 6677 Richmond Highway,
Alexandria, Virginia 22306 and its telephone number is (703) 660-6677.
RISK FACTORS
You should carefully consider those risks described below, as well as other
information included in this prospectus, before making a decision to participate
in this offering.
BUSINESS RISKS -- METROCALL'S BUSINESS IS SUBJECT TO RISKS THAT COULD IMPAIR ITS
BUSINESS OPERATIONS.
This prospectus incorporates by reference the risk factors described in our
Annual Report on Form 10-K for the year ended December 31, 1998, as amended,
under "Risk Factors."
FORWARD-LOOKING STATEMENTS -- THIS PROSPECTUS INCLUDES FORWARD-LOOKING
STATEMENTS. IF OUR EXPECTATIONS REFLECTED IN THESE FORWARD-LOOKING STATEMENTS
PROVE TO BE INCORRECT, OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THESE
EXPECTATIONS.
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;
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<PAGE> 6
- Metrocall's ability to service its debt;
- Metrocall's history of operating losses;
- the restrictive covenants governing Metrocall's indebtedness;
- Ability to cover fixed charges
- 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.
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 is a part of a registration statement on Form S-3
that we filed with the SEC under the Securities Act of 1933. The rules of the
SEC allow us to leave some of the information contained in the registration
statement out of this prospectus. Therefore, you should review the
registration statement and its exhibits for further information about us and
our common stock. Copies of the registration statement and its exhibits are on
file at the offices of the SEC and you can view them at the SEC's website. You
should read the exhibits for a more complete description of the matters
involved. 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.
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INFORMATION INCORPORATED INTO THIS PROSPECTUS
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 this information.
We incorporate by reference into this prospectus the following documents or
information filed with the SEC.
1. Metrocall's Annual Report on Form 10-K for the year ended
December 31, 1998, as amended, filed with the SEC on
July 2, 1999.
2. Metrocall's Quarterly Report on Form 10-Q for the period ended
March 31, 1999, as amended, filed with the SEC on
July 2, 1999.
3. Metrocall's Current Reports on Form 8-K filed with the SEC on
October 16, 1998 (as amended on January 27, 1999 and
July 2, 1999) and January 4, 1999.
4. 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.
5. Metrocall's Proxy Statement for the Annual Meeting of
Stockholders dated April 5, 1999.
6. All future filings by Metrocall with the SEC under Sections 13
(a), 13(c), 14 or 15(d) of the Securities Exchange Act until
all securities offered under this prospectus have been either
sold or deregistered.
You may request a copy of these filings at no cost by writing to us at:
Metrocall, Inc., 6677 Richmond Highway, Alexandria, Virginia, 22306, Attention:
Shirley B. White, Assistant Secretary. We will not provide copies of exhibits
to the filings unless the exhibits are specifically incorporated by reference
into the body of the filing.
USE OF PROCEEDS
The amount of proceeds that Metrocall will receive upon exercise of the
options to which this prospectus relates depends 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
for general corporate purposes.
PLAN OF DISTRIBUTION AND SUMMARY OF PLAN
The shares of common stock of Metrocall covered by this prospectus are
being offered by Metrocall to two former ProNet officers and four former ProNet
non-employee directors pursuant to Metrocall's 1996 Stock Option Plan, as
amended (the plan).
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<PAGE> 8
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 Metrocall which thereby will create a stronger incentive to expend
maximum effort for the growth and success of Metrocall and its subsidiaries.
Metrocall also issues options under the plan to replace options held by
employees or former employees of companies that Metrocall acquires. All of the
options underlying the shares covered by this prospectus (covered options) were
issued to officers and non-employee directors of ProNet in connection with
Metrocall's acquisition of ProNet. Funds received by Metrocall 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 options. 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,
- in cash or certified check,
- 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
- 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 Internal Revenue Code and the related tax
regulations.
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 Metrocall 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> 9
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
Wilmer, Cutler & Pickering, Washington, D.C., will pass upon the
validity of the shares offered in this prospectus.
EXPERTS
The financial statements and schedule of Metrocall, Inc. included
in Metrocall, Inc.'s Annual Report on Form 10-K/A 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
said firm as experts in auditing and accounting.
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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
The Metrocall Restated Certificate of Incorporation provides for indemnification
of the directors, officers, employees and agents of Metrocall to the full extent
currently permitted by law.
Section 145 of the Delaware General Corporation Law ("DGCL") empowers a Delaware
corporation to indemnify any person who was or is, or is threatened to be made,
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation) by reason of the fact that such person
is or was a director, officer, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, such person had no reasonable
cause to believe his conduct was unlawful. A Delaware corporation may indemnify
such persons against expenses (including attorneys' fees) in actions brought by
or in the right of the corporation to procure a judgment in its favor under the
same conditions, except that no indemnification is permitted in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and to the extent the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that, in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
Court of Chancery or other such court shall deem proper. To the extent such
person has been successful on the merits or otherwise in defense of any action
referred to above, or in defense of any claim, issue or matter therein, the
corporation must indemnify such person against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.
The indemnification and advancement of expenses provided for in, or granted
pursuant to, Section 145 is not exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise.
Section 145 also provides that a corporation may maintain insurance against
liabilities for which indemnification is not expressly provided by the statute.
In addition, the Metrocall Restated Certificate of Incorporation, as permitted
by Section 102(b) of the DGCL, limits directors' liability to Metrocall and its
stockholders by eliminating liability in damages for breach of fiduciary duty.
Section 5.5 of the Metrocall Amended and Restated Certificate of Incorporation
provides that neither Metrocall nor its stockholders may recover damages from
Metrocall directors for breach of their fiduciary duties in the performance of
their duties as directors of Metrocall. As limited by Section 102(b), this
provision cannot, however, have the effect of indemnifying any director of
Metrocall in the case of liability (i) for a breach of the director's duty of
loyalty, (ii) for acts of omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the DGCL or (iv) for any transactions for which the director
derived an improper personal benefit.
ITEM 16. EXHIBITS
The exhibits to this registration statement are listed in the
Exhibit Index of this registration statement, which Exhibit 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
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<PAGE> 12
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]
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<PAGE> 13
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 Amendment No. 1
to the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Alexandria, Virginia on this 2nd day of July,
1999.
METROCALL, Inc.
By: /s/ VINCENT D. KELLY
-------------------------------
Vincent D. Kelly
Chief Financial Officer and
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment No.
1 to the 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 July 2, 1999
---------------------------------
Richard M. Johnston
* Vice Chairman of the Board, President,
--------------------------------- Chief Executive Officer and Director
William L. Collins, III (Principal Executive Officer) July 2, 1999
* Chief Financial Officer, Executive Vice
--------------------------------- President and Treasurer (Principal
Vincent D. Kelly Financial and Accounting Officer) July 2, 1999
*
--------------------------------- Director July 2, 1999
Harry L. Brock, Jr.
</TABLE>
II-3
<PAGE> 14
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
--------------------------------- Director July 2, 1999
Francis A. Martin, III
*
--------------------------------- Director July 2, 1999
Ronald V. Aprahamian
*
--------------------------------- Director July 2, 1999
Elliott H. Singer
*
--------------------------------- Director July 2, 1999
Michael Greene
*
--------------------------------- Director July 2, 1999
Royce R. Yudkoff
*
--------------------------------- Director July 2, 1999
Jackie R. Kimzey
*
--------------------------------- Director July 2, 1999
Edward E. Jungerman
*
--------------------------------- Director July 2, 1999
Max D. Hopper
</TABLE>
*By: /s/ VINCENT D. KELLY
----------------------
Vincent D. Kelly
Attorney-in-Fact
II-4
<PAGE> 15
EXHIBIT INDEX
<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 (b)
</TABLE>
- -----------
(a) Incorporated by reference to Metrocall's Proxy Statement (File No.
000-21924) as filed with the SEC on April 4, 1999.
(b) Previously filed.
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
June 30, 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 June 28, 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.
June 30, 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 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 June 23, 1999
included in Metrocall's Form 10-K/A 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.
July 1, 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 Amendment No. 1 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. We also consent to the
reference to our firm under the caption "Experts."
/s/ PRICEWATERHOUSECOOPERS LLP
------------------------------
PricewaterhouseCoopers LLP
Seattle, Washington
July 1, 1999
