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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PageMart Wireless, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 75-2575229
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(State of incorporation (IRS employer
or organization) identification No.)
6688 North Central Expressway
Suite 800
Dallas, TX 75206
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(Address of principal executive offices)
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If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective class of debt securities and is to become
upon filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check the effectiveness of a concurrent registration
following box. / / statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. / /
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Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Convertible Common Stock, par value $.0001 per share
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(Title of class)
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Item 1: Description of Registrant's Securities to be Registered.
The description under the heading "Description of Capital Stock" relating
to the Registrant's Class A Convertible Common Stock, $0.0001 par value per
share, in the Prospectus included in the Registrant's Registration Statement on
Form S-1 (File No. 333-03012)(the "S-1") filed with the Securities and Exchange
Commission (the "Commission") on April 1, 1996 is incorporated herein by
reference.
Item 2: Exhibits.
I. The following exhibits have been filed with the Commission:
1. Specimen Certificate for Registrant's Class A Convertible Common
Stock (Exhibit 4.1 to the S-1).
2. Restated Certificate of Incorporation of the Registrant (Exhibit
3(i) to the S-1, which is incorporated by reference pursuant to
Rule 12b-32 ("Rule 12b-32") promulgated under the Securities
Exchange Act of 1934).
3. Certificate of Amendment to Restated Certificate of Incorporation
of the Registrant (Exhibit 3(iii) to the S-1, which is
incorporated by reference pursuant to Rule 12b-32).
4. By-laws of the Registrant (Exhibit 3(ii) to the S-1, which is
incorporated by reference pursuant to Rule 12b-32).
5. Warrant Agreement, dated as of October 19, 1993, between PageMart,
Inc. and United States Trust Company of New York, as Warrant
Agent, relating to the Warrants to purchase common stock of the
Company (Exhibit 10.1 to the S-1, which is incorporated by
reference pursuant to Rule 12b-32).
6. Subscription Agreement, dated as of May 11, 1995, by and among
PageMart Nationwide, Inc. and the investors named therein
(Exhibit 10.28 to the S-1, which is incorporated by reference
pursuant to Rule 12b-32).
7. Amended and Restated Agreement Among Certain Stockholders of
PageMart Wireless, Inc. dated as of May 10, 1996 (Exhibit 10.38
to the S-1, which is incorporated by reference pursuant to
Rule 12b-32).
II. In addition, the Class A Convertible Common Stock has been approved
for quotation on the Nasdaq National Market, subject to official
notice of issuance. All exhibits required by Instruction I to Item 2
have been supplied to the Nasdaq National Market.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
PAGEMART WIRELESS, INC.
By: /s/ G. CLAY MYERS
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Name: G. Clay Myers
Title: Vice President, Finance
and Chief Financial Officer
Date: May 31, 1996
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