<PAGE> 1
As filed with the Securities and Exchange Commission on March 17, 2000
Registration No. 333-
----------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
METROCALL, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 54-1215634
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
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:
THOMAS W. WHITE, 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:
From time to time after the effective date of this registration statement.
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------- --------------------- ------------------- -------------------- -------------------------
Proposed Proposed
Title of each maximum maximum Amount of
class of securities Amount offering aggregate registration
to be to be price offering fee
registered registered per share price
- -------------------------- --------------------- ------------------- -------------------- -------------------------
<S> <C> <C> <C> <C>
common stock, $0.01 par 40,000 $ 12.78 (1) $ 511,200 $ 135
value per share
- -------------------------- --------------------- ------------------- -------------------- -------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee, based upon the average of the high
and low prices per share of Metrocall, Inc. common stock, par value
$.01 per share, on March 15, 2000, as reported on the Nasdaq Stock
Market's Small Cap Market.
<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 such section 8(a),
may determine.
<PAGE> 3
Subject to completion, dated March 17, 2000
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 [ ], 2000.
<PAGE> 4
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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<PAGE> 5
-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 and February 28, 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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<PAGE> 6
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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<PAGE> 7
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:
SEC Registration Fee $ 135
Accounting fees and expenses $ 1,000
Legal fees and expenses $ 2,500
Miscellaneous expenses $ 1,000
-----------
Total $ 4,635
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.
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<PAGE> 8
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
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.
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<PAGE> 9
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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Alexandria, Virginia on this 17th day of March, 2000.
METROCALL, Inc.
By: /s/ Vincent D. Kelly
-----------------------
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
- ---------------------------- -------------------------------- -----------
<S> <C> <C>
/s/RICHARD M. JOHNSTON Chairman of the Board March 17, 2000
- -------------------------
Richard M. Johnston
Vice Chairman of the Board, President, March 17, 2000
Chief Executive Officer and Director
/s/WILLIAM L. COLLINS, III (Principal Executive Officer)
- -------------------------
William L. Collins, III
Chief Financial Officer, Executive Vice March 17, 2000
President and Treasurer (Principal
/s/VINCENT D. KELLY Financial and Accounting Officer)
- -------------------------
Vincent D. Kelly
/s/HARRY L. BROCK, JR. Director March 17, 2000
- -------------------------
Harry L. Brock, Jr.
/s/FRANCIS A. MARTIN, III Director March 17, 2000
- -------------------------
Francis A. Martin, III
/s/RONALD V. APRAHAMIAN Director March 17, 2000
- -------------------------
</TABLE>
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<TABLE>
<S> <C> <C>
Ronald V. Aprahamian
/s/MICHAEL GREENE Director March 17, 2000
- -------------------------
Michael Greene
Director March 17, 2000
- -------------------------
Royce R. Yudkoff
/s/JACKIE R. KIMZEY Director March 17, 2000
- -------------------------
Jackie R. Kimzey
/s/EDWARD E. JUNGERMAN Director March 17, 2000
- -------------------------
Edward E. Jungerman
/s/MAX D. HOPPER Director March 17, 2000
- -------------------------
Max D. Hopper
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
- -------
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
5 Opinion of Wilmer, Cutler & Pickering as to the legality of the
securities being registered
23.1 Consent of Arthur Andersen LLP
Power of attorney (included on signature pages of this registration
24 statement)
</TABLE>
10
<PAGE> 1
WILMER, CUTLER & PICKERING
2445 M STREET, N.W.
WASHINGTON, D.C. 20037-1420
---------
TELEPHONE (202) 663-6000
FACSIMILE (202) 663-6363
March 17, 2000
Metrocall, Inc.
6910 Richmond Highway
Alexandria, VA 22306
Re: ProNet Inc. Pinnacle Resellers Program
Performance Award Agreement
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 40,000 shares of common stock, $.01 par value
per share (the "Shares"), of the Company issuable pursuant to the ProNet Inc.
Pinnacle Resellers Program Performance Award Agreement , as amended (the
"Agreement").
For purposes of this opinion, we have examined the following
documents, as certified by the Assistant Secretary of the Company on March 17,
2000, as then being complete, accurate and in effect:
(1) A copy of the Agreement, effective as of December 15,
1995; and
(2) A copy of the Resolutions of the Board of Directors,
approving the issuance of common stock of the Company as award stock under the
Agreement.
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.
<PAGE> 2
Metrocall, Inc.
March 17, 2000
Page 2
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 the Agreement has been lawfully and duly
authorized; and
(2) when the Shares have been issued and delivered in
accordance with the terms of the Agreement, 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 February 4, 2000
included in Metrocall's Form 10-K for the year ended December 31, 1999 and to
all references to our Firm included in this registration statment.
ARTHUR ANDERSEN LLP
Vienna, Virginia
March 17, 2000
