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PROSPECTUS
[LOGO]
METROCALL, INC.
40,000 shares of common stock
This prospectus relates solely to the resale of up to an aggregate of
40,000 shares of common stock of Metrocall, Inc. which were issued by Metrocall
to Andrew Kim as an award under the Pinnacle Reseller Program Performance Award
Agreement, dated as of December 1995, between ProNet Inc., predecessor-in-
interest to Metrocall, and Coldwell Communications Inc. Mr. Kim may sell these
shares from time to time in transactions on the Nasdaq Small Cap Market, in the
over-the-counter market, in negotiated transactions, or through a combination of
these methods. He may sell the shares at fixed prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Metrocall will not receive any of the proceeds from the sale of the
shares being sold by Mr. Kim. Metrocall has agreed to bear the expenses
incurred in connection with the registration of these shares. Mr. Kim will pay
or assume brokerage commissions or similar charges incurred in the sale of the
40,000 shares of common stock.
Metrocall's common stock is traded on the Nasdaq Stock Market under
the symbol "MCLL." On March 15, 2000, the closing price for the common stock
as reported by Nasdaq was $12.375 per share.
PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 2 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 March 31, 2000.
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TABLE OF CONTENTS
About Metrocall................................. 2
Risk Factors.................................... 2
Where You Can Find More Information............. 3
Information Incorporated Into This Prospectus... 3
Use of Proceeds................................. 4
Plan of Distribution............................ 4
Selling Security Holder......................... 4
Legal Matters................................... 4
Experts......................................... 4
ABOUT METROCALL
Metrocall is a leading provider of local, regional, and national
paging and other wireless messaging services. Metrocall has a nationwide
network through which it provides messaging services to over 1,000 U.S. cities,
including the 100 largest metropolitan areas. Since 1993, Metrocall's
subscriber base has increased from less than 250,000 in 1993 to more than 5.9
million as of December 31, 1999. Metrocall has achieved this growth through a
combination of internal growth and a program of mergers and acquisitions. As of
December 31, 1999, Metrocall was the third largest paging and
wireless-messaging company in the United States based on number of subscribers.
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, 1999 under
"Risk Factors."
Forward-looking statements -- This prospectus and the documents
incorporated by reference include 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 and the documents incorporated by reference include
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 debt;
-Metrocall's history of net operating losses;
-the restrictive covenants governing Metrocall's indebtedness;
-Metrocall's ability to cover fixed charges
-the amortization of Metrocall's intangible assets;
-Metrocall's ability to implement its business strategies;
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-the impact of competition and technological developments;
-satellite transmission failures;
-subscriber turnover;
-the risks associated with Metrocall's investment in a newly formed
technology joint venture;
-regulatory changes;
-dependence on key suppliers and
-dependence on key management personnel.
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.
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, 1999, filed with the SEC on March 10, 2000.
2. Metrocall's Current Reports on Form 8-K filed with the SEC on
February 11, 2000, February 28, 2000 and March 27, 2000.
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.
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5. All future filings by Metrocall with the SEC under Sections 13
(a), 13(c), 14 or 15(d) of the 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, or by calling us at (703)
660-6677. 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
Metrocall will not receive any of the proceeds from the sale of the
shares by Mr. Kim.
PLAN OF DISTRIBUTION
The shares of common stock of Metrocall covered by this prospectus
were issued by Metrocall to Andrew Kim as an award under the Pinnacle Reseller
Program Performance Award Agreement, dated as of December 1995, between ProNet
Inc., predecessor-in-interest to Metrocall, and Coldwell Communications Inc.
Mr. Kim is the Vice President of Coldwell Communications, Inc. Mr. Kim may
resell these shares from time to time in transactions on the Nasdaq National
Market, in the over-the-counter market, in negotiated transactions, or through
a combination of these methods. He may sell the shares at fixed prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Mr. Kim may
sell the shares to or through broker-dealers, and the broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
Mr. Kim and/or the purchasers of the shares. The compensation paid to a
particular broker-dealer may be more than customary.
SELLING SECURITY HOLDER
The following table sets forth certain information regarding Mr. Kim's
ownership of shares of Metrocall common stock as of February 29, 2000, and the
amount which may be offered for Mr. Kim's account or his transferees or
distributees from time to time. Because Mr. Kim may sell all or any part of his
40,000 shares pursuant to this prospectus, we cannot estimate the number of
shares that Mr. Kim will hold upon termination of this offering.
<TABLE>
<CAPTION>
Selling Stockholder Number of shares beneficially Number of shares which
owned prior to offering may be sold in this
offering
<S> <C> <C>
- ---------------- ------------------------- ---------------------
Mr. Andrew Kim 40,000 40,000
</TABLE>
Mr. Kim received his 40,000 shares through his employer, Coldwell
Communications, Inc., where he serves as Vice President. Coldwell
Communications received the 40,000 shares as an award under the Pinnacle
Reseller Program, which provides for the issuance of award stock to
participants who satisfy certain performance conditions. The Pinnacle Reseller
Program is currently administered by Metrocall.
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 for the year ended December 31,
1999 and incorporated by reference in this registration statement 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.
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