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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): February 18, 2000
METROCALL, INC.
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(Exact Name of Registrant as Specified in Charter)
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Delaware 0-21924 54-1215634
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
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6677 Richmond Highway, Alexandria, Virginia 22306
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(Address of Principal Executive Offices) (Zip Code)
(703) 660-6677
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
Shareholder Rights Plan.
On February 18, 2000, the Board of Directors of Metrocall, Inc. (the
"Company") declared a dividend distribution of one preferred share purchase
right ("Right") for each outstanding share of the Company's Common Stock, par
value $.01 per share (the "Common Stock"). The distribution is payable to
stockholders of record at the close of business on March 6, 2000. Each Right,
when exercisable, entitles the registered holder to purchase from the Company
1/1000th of a share of Series E Junior Participating Preferred Stock, par value
$.01 per share (the "Preferred Shares") at a price of $50 per 1/1000th share,
subject to adjustment (the "Purchase Price"). The description of terms of the
Rights are set forth in a Rights Agreement, dated as of February 25, 2000 (the
"Rights Agreement"), between the Company and First Chicago Trust Company of New
York, as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all certificates representing
shares of Common Stock outstanding as of March 6, 2000, and no separate
certificates evidencing the Rights will be distributed. The Rights will separate
from the Common Stock and a distribution of Right Certificates (as defined
below) will occur upon the earlier of the following dates (the earlier of such
dates, the "Distribution Date"): (1) twenty (20) business days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of Common Stock
(the "Share Acquisition Date"), or (2) twenty (20) business days (or such later
date as the Board of Directors may determine) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person
(other than the Excluded Persons as defined below) of 20% or more of the
outstanding shares of Common Stock, in either (1) or (2) other than pursuant to
a Qualified Offer (as defined below).
The Rights Agreement contains exceptions from the definition of
Acquiring Person for the following persons (the "Excluded Persons"): (1) the
Company, (2) any wholly owned subsidiary of the Company, (3) any employee
benefit plan of the Company or any subsidiary of the Company or any person
holding shares of Common Stock for or pursuant to the terms of any such employee
benefit plan, (4) AT&T Wireless Services, Inc. with respect to acquisition of
Common Stock and common stock equivalents upon exchange of Series C Convertible
Preferred Stock of the Company, and (5) HMTF Bridge MC I, LLC, its affiliates
and associates, with respect to acquisitions of Common Stock permitted under a
Common Stock Purchase Agreement entered into as of February 2, 2000 between the
Company and HMTF Bridge MC I, LLC.
Until the Distribution Date, (1) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with the Common
Stock certificates, (2) new Common Stock certificates issued after March 6,
2000 will contain a notation incorporating the Rights Agreement by reference,
and (3) the surrender for transfer of any certificates for
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outstanding shares of Common Stock will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on February 25, 2010, unless earlier redeemed or
exchanged by the Company as provided in the Rights Agreement.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and, thereafter, the separate Right Certificates alone will
represent the Rights.
In the event that a person (other than the Excluded Persons) becomes
the beneficial owner of 20% or more of the then outstanding shares of Common
Stock (except pursuant to an offer for all outstanding shares of Common Stock
and on terms that at least a majority of independent directors determine to be
fair to and otherwise in the best interests of the Company and its stockholders
(a "Qualified Offer")) (a "Flip-in Event"), each holder of a Right will, after
the end of the Redemption Period (defined below), have the right to exercise the
Right by purchasing, for an amount equal to the Purchase Price, shares of Common
Stock (or, in certain circumstances, cash, property or other securities of the
Company) having a value (determined pursuant to a formula set forth in the
Rights Agreement) equal to two times such amount. Notwithstanding any of the
foregoing, following the occurrence of a Flip-in Event, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of a Flip-in Event until
such time as the Rights are no longer redeemable by the Company as set forth
below.
For example, if the Purchase Price per Right is $50, each Right not
owned by an Acquiring Person following a Flip-in Event would entitle its holder
to purchase $100 worth of Common Stock (or other consideration, as noted above)
determined pursuant to a formula set forth in the Rights Agreement for $50. If
the Common Stock had a per share value of $10 at such time (as determined
pursuant to such formula), the holder of each Right would be entitled to
purchase 10 shares of Common Stock for $50.
In the event that, at any time following the Share Acquisition Date,
(1) the Company is acquired in a merger or other consolidation transaction in
which the Company is not the surviving corporation (other than a merger or
consolidation transaction that follows a Qualified Offer), (2) the Company
engages in a merger or consolidation transaction (other than a merger or
consolidation transaction that follows a Qualified Offer) in which the Company
is the surviving corporation and the Common Stock of the Company is changed into
or exchanged for other securities or assets, or (3) 50% or more of the Company's
assets or earning power is sold or transferred (other than to the Company or a
wholly owned subsidiary of the Company), each holder of a Right (except Rights
that previously have been voided as set forth above) shall, after the expiration
of the Redemption Period (defined below), have the right to receive, upon
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exercise, common stock of the acquiring company having a value equal to two
times the Purchase Price of the Right.
At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person, the Board of Directors may exchange the Rights
(other than Rights owned by such person or group, which have become void), in
whole or in part, at an exchange ratio of one share of Common Stock, per Right
(subject to adjustment).
The Purchase Price payable, and the number of 1/1000ths of a Preferred
Share or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution to holders of the
Rights (1) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (2) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for Preferred Shares
or convertible securities at less than the current market price of the Preferred
Shares or (3) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness or assets (excluding regular quarterly cash dividends)
or of subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares will be issued (other than fractions that are
integral multiples of 1/1000th of a share of Preferred Shares) and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading date prior to the date of exercise.
In general, the Board of Directors of the Company may cause the Company
to redeem the Rights in whole, but not in part, at any time during the period
commencing on March 6, 2000, and ending on the earlier of the close of business
on (1) the 20th day following the Share Acquisition Date or (2) February 25,
2010 (the "Redemption Period") at a price of $.0001 per Right (payable in cash,
Common Stock or other consideration deemed appropriate by the Board of
Directors). After the Redemption Period has expired, the Company's right of
redemption may be reinstated if an Acquiring Person reduces its beneficial
ownership to 10% or less of the outstanding shares of Common Stock in a
transaction or series of transactions not involving the Company and there are no
other Acquiring Persons. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $.0001 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights should not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock or Preferred Shares (or other consideration) of the
Company or for common stock of the acquiring company as set forth above, or in
the event of a redemption or exchange as provided above.
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Before the Distribution Date, any of the provisions of the Rights
Agreement may be amended by the Board of Directors. From and after the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person or affiliate or associate of an Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment shall be made to lengthen the Redemption Period at
such time as the Rights are not redeemable.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the Form of
Rights Certificate; a form of letter to the holders of the Company's Common
Stock (together with a Summary of the Rights attached thereto); and the
Certificate of Designation, Number, Powers, Preferences and Relative,
Participating, Optional and Other Rights of Series E Junior Participating
Preferred Stock are incorporated herein by reference. The foregoing description
of the Rights does not purport to be complete and is qualified in its entirety
by reference to such exhibits.
Item 7. Financial Statements and Exhibits
4(a) Rights Agreement, dated as of February 25, 2000, between Metrocall,
Inc. and First Chicago Trust Company of New York, as Rights Agent,
including all exhibits thereto, incorporated herein by reference to
Exhibit 1 to the Company's Registration Statement on Form 8-A dated
February 25, 2000.
4(b) Certificate of Designation, Number, Powers, Preferences and Relative,
Participating, Optional and Other Rights of Series E Junior
Participating Preferred Stock as filed with the Secretary of State of
the State of Delaware on February 25, 2000, incorporated herein by
reference to Exhibit 3 to the Company's Registration Statement on Form
8-A dated February 25, 2000.
20 Form of letter to the Company's stockholders describing the Rights,
incorporated herein by reference to Exhibit 2 to the Company's
Registration Statement on Form 8-A dated February 25, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 25, 2000
METROCALL, INC.
By: /s/ VINCENT D. KELLY
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Vincent D. Kelly
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description
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4(a) Rights Agreement, dated as of February 25, 2000, between
Metrocall, Inc. and First Chicago Trust Company of New York,
as Rights Agent, including all exhibits thereto, incorporated
herein by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A dated February 25, 2000.
4(b) Certificate of Designation, Number, Powers, Preferences and
Relative, Participating, Optional and Other Rights of Series E
Junior Participating Preferred Stock as filed with the
Secretary of State of the State of Delaware on February 25,
2000, incorporated herein by reference to Exhibit 3 to the
Company's Registration Statement on Form 8-A dated February
25, 2000.
20 Form of letter to the Company's stockholders describing the
Rights, incorporated herein by reference to Exhibit 2 to the
Company's Registration Statement on Form 8-A dated February
25, 2000.
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