<PAGE> 1
As filed with the Securities and Exchange Commission on July 29, 1996
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PAGEMART WIRELESS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2575229
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6688 N. Central Expressway, Suite 800
Dallas, Texas 75206
(Address of principal executive offices) (zip code)
PAGEMART WIRELESS, INC. NONQUALIFIED FORMULA STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
Todd A. Bergwall, Esq.
Corporate Counsel and Secretary
6688 N. Central Expressway, Suite 800
Dallas, Texas 75206
(Name and address of agent for service)
(214) 750-5809
(Telephone number, including area code, of agent for service)
Copies to:
Robert E. Crawford, Jr., Esq.
Winstead Sechrest & Minick P.C.
1201 Elm Street, 5400 Renaissance Tower
Dallas, Texas 75270
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee(2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Convertible Common Stock,
$0.0001 par value per share 100,000 shares $10.375 $1,037,500 $357.76
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, the
registration fee has been calculated based on the average of the high
and low prices of the Class A Convertible Common Stock (the "Common
Stock") of the Registrant on the NASDAQ National Market System on July
24, 1996.
<PAGE> 2
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
__________________________
* Information required in Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities
Act of 1933, as amended (the "Securities Act") is omitted from this
Registration Statement in accordance with Rule 428 under the
Securities Act and the Note to Part I of Form S-8.
I-1
<PAGE> 3
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the reports and prospectus listed below (which include all reports
filed by the Registrant with the Securities and Exchange Commission (the
"Commission") pursuant to Sections 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") since December 31, 1995.
Reports Incorporated by Reference
(a) The prospectus, dated June 13, 1996, filed with the Commission
by the Registrant on June 14, 1996 pursuant to Rule 424(b)
under the Securities Act in connection with the registration
of 6,000,000 shares of Common Stock pursuant to that certain
registration statement on Form S-1 under the Securities Act
(Registration No. 333-03012);
(b) The Registrant's Annual Report on Form 10-K, for the fiscal
year ended December 31,1995;
(c) The Registrant's Quarterly Report on Form 10-Q, for the fiscal
quarter ended March 31, 1996; and
(d) The description of the Common Stock contained in the
Registrant's registration statement on Form 8-A under the
Exchange Act (Registration No. 0-028196) filed by the
Registrant with the Commission, including any amendments
or reports filed for the purpose of updating such description,
which was declared effective on June 13, 1996.
In addition, all documents filed by the Registrant subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
but prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of the filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
permits the Registrant, subject to the standards set forth therein, to
indemnify any person in connection with any action, suit or proceeding brought
or threatened by reason of the fact that such person is or was a director,
officer, employee or agent of the Registrant or is or was serving as such with
respect to another corporation or entity at the request of the Registrant.
Article IX, Section B of the Registrant's Restated Certificate of Incorporation
provides for full indemnification of its officers, directors, employees and
agents to the extent permitted by Section 145.
The Registrant provides insurance from commercial carriers against
certain liabilities incurred by the directors and officers of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are furnished pursuant to Item 601 of
Regulation S-K:
Exhibit Number and Description
(4) Instruments defining the rights of
securityholders, including debentures
4.1 PageMart Wireless, Inc. Nonqualified
Formula Stock Option Plan for
Non-Employee Directors*
(5) Opinion regarding legality
5.1 Opinion of Winstead
Sechrest & Minick P.C.
(23) Consents of experts and counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Winstead
Sechrest & Minick P.C.
(included in Exhibit 5.1)
__________________________________
* Incorporated by reference to Exhibit 10.36 of the Registrant's
Registration Statement on Form S-1, Registration No. 333-03012.
II-2
<PAGE> 5
(24) Power of attorney
24.1 Power of Attorney
(included on Page II-5)
ITEM 9. UNDERTAKINGS.
(a) The 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;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective
amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act, 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 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 Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement
II-3
<PAGE> 6
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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
II-4
<PAGE> 7
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on July 26, 1996.
PAGEMART WIRELESS, INC.
By: /s/ JOHN D. BELETIC
---------------------------------------
John D. Beletic, Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints John D. Beletic and G. Clay Myers, or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file any and all documents
relating to this Registration Statement, including any and all amendments,
post-effective amendments, abbreviated registration statements pursuant to Rule
462 under the Securities Act, exhibits and supplements thereto, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
II-5
<PAGE> 8
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 date indicated.
Signature and Title Date
------------------- ----
/s/ JOHN D. BELETIC July 26, 1996
--------------------------------------------------
John D. Beletic
Chairman, President, and
Chief Executive Officer
(Principal Executive Officer)
/s/ G. CLAY MYERS July 26, 1996
--------------------------------------------------
G. Clay Myers
Vice President, Finance,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
/s/ FRANK V. SICA July 26, 1996
--------------------------------------------------
Frank V. Sica
Director
/s/ GUY L. DE CHAZAL July 26, 1996
--------------------------------------------------
Guy L. de Chazal
Director
/s/ ARTHUR PATTERSON July 26, 1996
--------------------------------------------------
Arthur Patterson
Director
July __, 1996
--------------------------------------------------
Andrew C. Cooper
Director
July __, 1996
--------------------------------------------------
Roger D. Linquist
Director
II-6
<PAGE> 9
/s/ LEIGH J. ABRAMSON July 26, 1996
--------------------------------------------------
Leigh J. Abramson
Director
/s/ ALEJANDRO PEREZ ELIZONDO July 26, 1996
--------------------------------------------------
Alejandro Perez Elizondo
Director
/s/ PAMELA D. A. REEVE July 26, 1996
--------------------------------------------------
Pamela D. A. Reeve
Director
II-7
<PAGE> 10
INDEX TO EXHIBITS
Exhibit Number and Description
- ------------------------------
(4) Instruments defining the rights of
securityholders, including debentures
4.1 PageMart Wireless, Inc. Nonqualified
Formula Stock Option Plan for
Non-Employee Directors**
(5) Opinion regarding legality
5.1 Opinion of Winstead
Sechrest & Minick P.C.
(23) Consents of experts and counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Winstead
Sechrest & Minick P.C.
(included in Exhibit 5.1)
(24) Power of attorney
24.1 Power of Attorney
(included on Page II-5)
- ----------------------------------
** Incorporated by reference to Exhibit 10.36 of the Registrant's
Registration Statement on Form S-1, Registration No. 333-03012.
II-8
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF WINSTEAD SECHREST & MINICK PC]
214/745-5120
July 29, 1996
PageMart Wireless, Inc.
6688 N. Central Expressway
Suite 800
Dallas, Texas 75206
Gentlemen:
PageMart Wireless, Inc., a Delaware corporation (the "Company"), is
today filing with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, with respect to the registration of 100,000
shares (the "Shares") of Class A convertible common stock ("Common Stock"),
$0.0001 par value per share, of the Company which may hereafter be issued
pursuant to the PageMart Wireless, Inc. Nonqualified Formula Stock Option Plan
for Non-Employee Directors (the "Plan").
In rendering the opinions expressed herein, we have examined (i) the
Company's Restated Certificate of Incorporation and all amendments thereto,
(ii) the Company's Bylaws, as amended, (iii) minutes of meetings or consents
in lieu of meetings of the Company's board of directors and stockholders, and
(iv) such other corporate records and documents, certificates of corporate and
public officials and statutes as we have deemed necessary for the purposes of
this opinion. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all corporate records, documents and
instruments submitted to us as originals, the conformity to original documents
of all documents submitted to us as conformed, certified or photostatic copies
thereof, the authenticity of the originals of such photostatic, certified or
conformed copies, and compliance both in the past and in the future with the
terms of the Plan by the Company and its employees, officers, Board of
Directors and any committees appointed to administer the Plan.
Based upon such examination and in reliance thereon, we are of the
opinion that:
Upon the issuance of Shares in accordance with the terms and
conditions of the Plan, including receipt prior to issuance by the Company of
the full consideration for the
<PAGE> 2
July 29, 1996
Page 2
Shares (which consideration shall be at least equal to the par value thereof),
the Shares will be validly issued, fully paid and nonassessable shares of
Common Stock.
This firm consents to the filing of this opinion with the Commission
as Exhibit 5.1 to the Registration Statement.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By: /s/ Robert E. Crawford, Jr.
----------------------------
Robert E. Crawford, Jr.
RECjr:las
<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 12, 1996,
included in PageMart Wireless, Inc.'s registration statement on Form S-1
(Registration No. 333-03012) and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
July 25, 1996
