<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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METROCALL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 54-1215634
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</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)
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WITH A COPY TO:
THOMAS W. WHITE, ESQ., WILMER, CUTLER & PICKERING
2445 M STREET, N.W., WASHINGTON, D.C. 20037, (202) 663-6000
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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
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<S> <C> <C> <C> <C>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common stock, $0.01 par value per share(1)........ 13,250,000 $3.6719(2) $48,652,675 $12,845
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</TABLE>
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(1) Common stock being registered hereby includes associated Preferred Share
Purchase Rights, which initially are attached to and traded with the shares
of the Registrant's common stock. Value attributable to such rights, if any,
is reflected in the market price of the common stock.
(2) 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
September 12, 2000, as reported on the Nasdaq Stock Market's National
Market.
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 SEC, ACTING PURSUANT TO SUCH SECTION 8(A), MAY
DETERMINE.
<PAGE> 2
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.
Subject to completion, dated September 13, 2000
PROSPECTUS
[METROCALL LOGO]
METROCALL, INC.
13,250,000 SHARES OF COMMON STOCK
This prospectus relates solely to the resale of up to an aggregate of
13,250,000 shares of common stock of Metrocall, Inc. The shares of common stock
were issued to AT&T Wireless Services, Inc. in exchange for 10,378 shares of
Metrocall's Series C Convertible Preferred Stock. AT&T Wireless may sell 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. AT&T Wireless 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
by AT&T Wireless. Metrocall has agreed to bear the expenses incurred in
connection with the registration of these shares. AT&T Wireless will pay or
assume brokerage commissions or similar charges incurred in the sale of the
13,250,000 shares of common stock.
Metrocall's common stock is traded on the Nasdaq Stock Market under the
symbol "MCLL." On September 12, 2000, the closing price for the common stock as
reported by Nasdaq was $3.53 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 date of this prospectus is September 13, 2000.
<PAGE> 3
TABLE OF CONTENTS
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PAGE
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About Metrocall............................................. 1
Risk Factors................................................ 2
Where You Can Find More Information......................... 5
Information Incorporated Into This Prospectus............... 6
Use of Proceeds............................................. 6
Plan of Distribution........................................ 6
Selling Security Holder..................................... 7
Legal Matters............................................... 7
Experts..................................................... 7
</TABLE>
<PAGE> 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 to more than 6.1 million. Metrocall has
achieved this growth through a combination of internal growth and a program of
mergers and acquisitions. As of June 30, 2000, 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's 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.
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RISK FACTORS
You should carefully consider the risks described below, as well as other
information included in this prospectus, before making a decision to buy
Metrocall common stock.
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. 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 and the need
to comply with such covenants;
- Metrocall's ability to cover fixed charges
- the amortization of Metrocall's intangible assets;
- Metrocall's ability to implement its business strategies;
- Metrocall's anti-takeover defenses;
- 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;
- litigation;
- regulatory changes;
- dependence on key suppliers and the impact of delays in receiving
sufficient supplies of two-way messaging products; 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.
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PENDING SALES OF COMMON STOCK -- WE HAVE COMMITMENTS TO SELL COMMON STOCK AT
PRICES BELOW THE CURRENT TRADING PRICE OF OUR COMMON STOCK. THESE ISSUANCES
COULD DILUTE THE EQUITY OF HOLDERS OF COMMON STOCK.
We have pending commitments to sell shares of common stock at prices below
the current trading price of our common stock. Accordingly, these issuances will
have the effect of diluting the value of the equity. The pending commitments are
described below:
- We granted affiliates of Hicks, Muse, Tate and Furst Incorporated an
option to purchase a total of 8.33 million shares of common stock at
$3.00 per share until March 17, 2001.
- We also granted affiliates of Hicks Muse an option to purchase additional
shares of our common stock in connection with a consolidation
transaction. If these affiliates of Hicks Muse elect to participate in
the transaction, they can purchase a total of 12.5 million shares of
common stock at $4.00 per share, plus 8.33 million shares of common stock
at $3.00 per share if they have not yet exercised the option described
above, until March 17, 2002.
- We have outstanding warrants to acquire up to 1.85 million shares of
common stock at an exercise price of $2.74 per share.
- There are approximately 8.2 million options to purchase common stock
outstanding under our employee stock option plans, at prices ranging from
$1.03 to $22.125 per share. In May of 2000, our stockholders authorized
an additional 2.5 million of common stock that can now be awarded under
these plans.
- Our Series A preferred stock will be convertible in November 2001 at the
current market price in effect at that time. That price could be less
than the trading price today.
FUTURE SALES OF COMMON STOCK -- FUTURE RESALES OF OUR COMMON STOCK BY MAJOR
STOCKHOLDERS MAY ADVERSELY AFFECT THE MARKET FOR OUR COMMON STOCK.
Stockholders may be adversely affected by future sales of common stock by
other stockholders. If any of our large stockholders sells substantial amounts
of our common stock in the public market, the market price of our common stock
could fall. Those sales could make it more difficult for us to sell shares of
our common stock or other equity-related securities in the public market or
privately, whether for general corporate purposes or for a specific transaction,
at a time and at a price that we consider appropriate.
As of September 13, 2000, we had 87,589,303 shares of common stock
outstanding. We have registered for resale:
- 1.83 million shares of common stock issuable upon exercise of an
aggregate of 100,000 warrants that are presently outstanding.
- Approximately 10.5 million shares of common stock reserved for issuance
under our stock option plans (as of September 13, 2000, options to
purchase approximately 8.2 million shares of common stock, subject to
vesting requirements, were outstanding).
The ability of these stockholders to sell their shares of our common stock may
depress the market price of our common stock.
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In addition, we are obligated to register for resale the following common
stock, subject in each case to limitations and time restrictions:
- Approximately 7.8 million shares of common stock issued to an affiliate
of Hicks Muse, plus an additional 20.83 million shares that affiliates of
Hicks Muse may acquire by exercising options;
- Approximately 7.8 million shares of common stock issued to PSINet, Inc.;
and
- Approximately 7.8 million shares of common stock issued to Aether
Systems, Inc.
Once these investors' limitations on their ability to transfer their shares of
common stock are removed, their sale of shares of common stock in the market may
also depress the market price of our common stock.
Finally, before November 2001, we will have to register for resale all
shares of common stock into which our Series A preferred stock is convertible.
As of September 13, 2000, 243,516 shares of our Series A preferred stock were
outstanding, with a liquidation preference of approximately $56.9 million. Our
Series A preferred stock accrues dividends, which are usually paid in the form
of additional shares of preferred stock, at an annual rate of 14%. This
preferred stock will be convertible into common stock at the market price as of
November 15, 2001. Thus, at this time, we cannot predict how many additional
shares would be issuable to holders of the Series A preferred stock.
LARGE SHAREHOLDERS -- METROCALL'S FOUR LARGEST SHAREHOLDERS OWN APPROXIMATELY
41.9% OF OUR COMMON STOCK. THEIR SIGNIFICANT STOCK OWNERSHIP MIGHT ENABLE THEM
TO INFLUENCE DECISIONS BY METROCALL'S MANAGEMENT AND OTHER STOCKHOLDERS.
AT&T Wireless, Hicks Muse, PSINet and Aether together own approximately
41.9% of the outstanding common stock of Metrocall. Affiliates of Hicks Muse
have options entitling them to purchase up to an additional 20.83 million shares
in total. Each of Hicks Muse, PSINet and Aether also has the right to nominate
one director to Metrocall's board. If these investors were to act together,
their significant stock ownership might enable them to influence decisions by
Metrocall's management. Each investor has agreed to limitations on its rights to
act in concert with others or contrary to the board of directors. These
limitations will expire over time, and after that period, each investor will
have more influence as it will be free to vote against the recommendation of
Metrocall's board. Metrocall cannot assure you that its management or other
stockholders will not be influenced by the wishes of these large stockholders.
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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 Securities & Exchange Commission. 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 Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000 and June 30, 2000, filed with the SEC on May 15, 2000 and
August 14, 2000, respectively.
2. Metrocall's Annual Report on Form 10-K for the year ended December 31,
1999, filed with the SEC on March 10, 2000.
3. Metrocall's Current Reports on Form 8-K filed with the SEC on August 24,
2000, August 11, 2000, July 21, 2000, April 21, 2000, March 27, 2000,
February 28, 2000, and February 11, 2000.
4. The description of our 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 3, 2000.
6. 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 AT&T Wireless.
PLAN OF DISTRIBUTION
The shares of common stock covered by this prospectus were issued to AT&T
Wireless by Metrocall pursuant to a Securities Exchange Agreement, dated as of
February 2, 2000, in which AT&T Wireless exchanged 10,378 shares of Series C
preferred stock for 13,250,000 shares of common stock. AT&T Wireless may resell
these shares from time to time in transactions on the Nasdaq, in the
over-the-counter market, in negotiated transactions, through put or call options
transactions related to the shares,
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through short sales of the shares to the extent permitted by applicable law, or
through a combination of these methods. AT&T Wireless 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. AT&T Wireless 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 AT&T Wireless 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 AT&T
Wireless's ownership of shares of Metrocall common stock as of September 1,
2000, and the amount which may be offered for AT&T Wireless's account or its
transferees or distributees from time to time. Because AT&T Wireless may sell
all or any part of its 13,250,000 shares pursuant to this prospectus, we cannot
estimate the number of shares that AT&T Wireless will hold upon termination of
this offering.
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NUMBER OF SHARES BENEFICIALLY NUMBER OF SHARES WHICH MAY
SELLING STOCKHOLDER OWNED PRIOR TO THE OFFERING BE SOLD IN THIS OFFERING
------------------- ----------------------------- --------------------------
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AT&T Wireless Services, Inc. 13,250,000 13,250,000
</TABLE>
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 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.
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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:
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SEC Registration Fee........................................ $12,845
Accounting fees and expenses................................ $ 2,500
Legal fees and expenses..................................... $ 3,000
Miscellaneous expenses...................................... $ 500
Total....................................................... $18,845
</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.
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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 SEC
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 SEC 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.
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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 SEC 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.
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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 13th day of September, 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
III 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
--------- ----- ----
<C> <S> <C>
/s/ WILLIAM L. COLLINS III Chairman of the Board, President, September 13, 2000
------------------------------------------ Chief Executive Officer and
William L. Collins III Director
(Principal Executive Officer)
/s/ VINCENT D. KELLY Chief Financial Officer, September 13, 2000
------------------------------------------ Executive Vice President and
Vincent D. Kelly Treasurer
(Principal Financial and
Accounting Officer)
/s/ RONALD V. APRAHAMIAN Director September 13, 2000
------------------------------------------
Ronald V. Aprahamian
Director September , 2000
------------------------------------------
Harry L. Brock, Jr.
</TABLE>
II-4
<PAGE> 15
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ MICHAEL GREENE Director September 13, 2000
------------------------------------------
Michael Greene
Director September , 2000
------------------------------------------
Max D. Hopper
/s/ EDWARD E. JUNGERMAN Director September 13, 2000
------------------------------------------
Edward E. Jungerman
/s/ JACKIE R. KIMZEY Director September 13, 2000
------------------------------------------
Jackie R. Kimzey
Director September , 2000
------------------------------------------
Michael J. Levitt
/s/ FRANCES A. MARTIN, III Director September 13, 2000
------------------------------------------
Frances A. Martin, III
/s/ GEORGE P. STAMAS Director September 13, 2000
------------------------------------------
George P. Stamas
/s/ HAROLD S. WILLS Director September 13, 2000
------------------------------------------
Harold S. Wills
/s/ ROYCE R. YUDKOFF Director September 13, 2000
------------------------------------------
Royce R. Yudkoff
</TABLE>
II-5
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
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 Wilmer, Cutler & Pickering (included in Exhibit
5)
24 Power of attorney (included on signature pages of this
registration statement)
</TABLE>
