SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 28, 1999
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Arch Communications Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-23232/1-14248 31-1358569
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(Commission File Number) (I.R.S. Employer Identification No.)
1800 West Park Drive, Suite 250, Westborough, MA 01581
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(Address of Principal Executive Offices) (Zip Code)
(508) 870-6700
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On June 25, 1999 Arch Communications Group, Inc. (the "Company") announced
that it would implement the one-for-three reverse split of the Company's Common
Stock and Class B Common Stock approved at the Company's special meeting of
stockholders held on January 26, 1999. The reverse split became effective at the
opening of trading on Monday, June 28, 1999. Fractional shares resulting from
the reverse stock split will be settled in cash. Stockholders will be notified
by the Company's transfer agent and exchange agent, The Bank of New York,
regarding the process for receiving new stock certificates representing
post-split shares. Warrants and options to purchase the Company's Common Stock
and other securities convertible into shares of the Company's Common Stock will
be adjusted in accordance with their terms to reflect the reverse stock split.
The full text of the Company's press release is filed as Exhibit 99 to this
Current Report on Form 8-K and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(c) Exhibits
The exhibit listed on the accompanying index to exhibits is filed as part of
this Current Report on Form 8-K.
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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: June 28, 1999 ARCH COMMUNICATIONS GROUP, INC.
/s/ J. Roy Pottle
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By: J. Roy Pottle
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Number Description
99 Press Release, dated June 25, 1999.
EXHIBIT 99
NEWS RELEASE
FOR IMMEDIATE RELEASE CONTACT: Robert W. Lougee, Jr. 508-870-6771
Friday, June 25, 1999 VP, Corporate Communications &
Investor Relations
ARCH TO IMPLEMENT REVERSE STOCK SPLIT ON JUNE 28
Westborough, MA (June 25, 1999) --- Arch Communications Group, Inc. (Nasdaq:
APGR) today announced that it will implement the one-for-three reverse split of
the Company's common stock and Class B common stock approved at the Company's
special meeting of stockholders held on January 26, 1999. The reverse split will
be effective at the opening of trading on Monday, June 28, 1999.
Arch, which is effecting the split in conjunction with its recently completed
acquisition of MobileMedia Corporation and to stay in compliance with the Nasdaq
National Market's listing requirements, said fractional shares resulting from
the reverse stock split will be settled in cash. A new CUSIP number has been
issued for each of the Company's common stock ("039381 50 4") and Class B common
stock ("039381 60 3") to distinguish stock certificates issued after the
effective date of the reverse stock split.
Arch said stockholders will be notified by the Company's transfer agent and
exchange agent, The Bank of New York, regarding the process for exchanging
existing stock certificates representing post-split shares. Following the
reverse split, transfers of existing stock certificates will be honored;
however, such certificates will only represent one-third of the number of shares
set forth on such certificates. Warrants and options to purchase the Company's
common stock and other securities convertible into shares of the Company's
common stock will be adjusted in accordance with their terms to reflect the
reverse stock split.
Arch Communications Group, Inc., Westborough, MA, is the second largest paging
and wireless messaging company in the United States with more than seven million
units in service nationwide. Founded in 1986, it provides local, regional and
nationwide narrowband wireless messaging services to customers in all 50 states,
the District of Columbia and in the Caribbean. MobileComm(R) is a registered
trademark of Mobile Communications Corporation (MCC), a member of the Arch
Communications Group, Inc. group of companies. MCC operates under the name
MobileComm and is not associated with MobilComm, Inc. of Cincinnati, OH.
Additional information on Arch and MobileComm is available on the Internet at
www.arch.com and www.mobilecomm.com.
