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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) December 1, 1999
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PAGEMART WIRELESS, INC.
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(Exact Name of Registrant as Specified in Its Chapter)
DELAWARE
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(State of Other Jurisdiction of Incorporation)
0-28196 75-2575229
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(Commission File Number) (IRS Employer Identification No.)
3333 Lee Parkway, Suite 100, Dallas, Texas 75219
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(Address of Principal Executive Offices) (Zip Code)
214-765-4000
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
On December 1, 1999, PageMart Wireless, Inc. issued the attached
press release.
ITEM 7. EXHIBITS.
3.1 Certificate of Ownership and Merger merging WebLink Wireless,
Inc. into PageMart Wireless, Inc.
20.1 Press Release
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.
PAGEMART WIRELESS, INC.
By: /s/ FREDERICK G. ANDERSON
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Name: Frederick G. Anderson
Title: Vice President, General
Counsel and Secretary
Date: December 1, 1999
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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3.1 Certificate of Ownership and Merger merging WebLink Wireless,
Inc. into PageMart Wireless, Inc.
20.1 Press Release
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EXHIBIT 3.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
WEBLINK WIRELESS, INC.
INTO
PAGEMART WIRELESS, INC.
Pursuant to Section 253 of the
General Corporation Law of the State of Delaware
Pagemart Wireless, Inc. ("Parent"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"General Corporation Law"), does hereby certify that:
FIRST: WebLink Wireless, Inc. a Delaware corporation (the
"Subsidiary"), was incorporated on November 23, 1999, pursuant to the General
Corporation Law and is existing thereunder.
SECOND: Parent was incorporated on November 29, 1994, pursuant to the
General Corporation Law and is existing thereunder.
THIRD: Parent owns of record 100% of the outstanding shares of Common
Stock (the "Shares") of the Subsidiary, the Shares being the only stock of the
Subsidiary outstanding.
FOURTH: The board of directors of Parent adopted by unanimous consent
on September 17, 1999 the following resolutions providing for the merger (the
"Merger") of the Subsidiary into Parent, which resolutions have not been amended
or rescinded and are in full force and effect:
RESOLVED, that pursuant to Section 253 of the General
Corporation Law of the State of Delaware, WebLink Wireless, Inc.
("Subsidiary") shall be merged with and into the Corporation (the
"Merger"), whereupon the separate existence of Subsidiary shall cease,
and the Corporation shall be the Surviving Corporation (the "Surviving
Corporation");
RESOLVED, that the Merger is hereby approved pursuant to the
provisions of Section 253 of the General Corporation Law of the State
of Delaware;
RESOLVED, that the Merger shall become effective upon December
1, 1999 (the "Effective Time");
RESOLVED, that at the Effective Time each share of common
stock, par value $.0001 per share, of Subsidiary outstanding
immediately prior to the Effective Time be retired;
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RESOLVED, that from and after the Effective Time, until
successors are duly elected or appointed in accordance with applicable
law, the directors of the Corporation at the Effective Time shall be
the directors of the Surviving Corporation, and the officers of the
Corporation at the Effective Time shall be the officers of the
Surviving Corporation;
RESOLVED, that from and after the Effective Time, the name of
the Surviving Corporation shall be "WebLink Wireless, Inc.";
RESOLVED, that from and after the Effective Time, the bylaws
and certificate of incorporation of the Corporation shall be the bylaws
and certificate of incorporation of the Surviving Corporation; and
RESOLVED, that the officers of the Corporation are, and each
of them hereby is, authorized and directed to take or cause to be taken
all such further actions, and to execute and deliver or cause to be
delivered all such further instruments and documents in the name and on
behalf of the Corporation (including, without limitation, a Certificate
of Ownership and Merger in the form approved by counsel for the
Corporation) and to incur all such fees and expenses, all as in their
judgment they deem necessary or advisable in order to carry into effect
each of the foregoing resolutions, and that the actions of any officer
of the Corporation authorized by the foregoing resolutions or which
would have been authorized by the foregoing resolutions except that
such actions were taken prior to the adoption of such resolutions be,
and they hereby are, ratified, confirmed, approved and adopted as
actions of the Corporation.
IN WITNESS WHEREOF, PageMart Wireless, Inc. has caused this Certificate
of Ownership and Merger to be executed in its corporate name by its duly
authorized officer this 23rd day of November 1999.
PAGEMART WIRELESS, INC.
By: /s/ Frederick G. Anderson
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Name: Frederick G. Anderson
Title: Vice President, General Counsel and
Secretary
2
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EXHIBIT 20.1
NEWS RELEASE
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CONTACTS: INVESTORS MEDIA
Kelly Prentiss Eric Van Steenburg John Thomas
WebLink Wireless WebLink Wireless M/C/C
(214) 765-3874 (214) 765-3937 (972) 480-8383
[email protected] [email protected] [email protected]
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PAGEMART WIRELESS OFFICIALLY BECOMES WEBLINK WIRELESS
Company changes name to reflect move toward Internet-based products and services
DALLAS -- DEC. 1, 1999 -- PageMart Wireless, Inc. (Nasdaq: PMWI) announced its
name has officially changed to WebLink Wireless, Inc. effective today. The
company's new ticker symbol is WLNK. The brand "PageMart" will continue to be
used by the company in selected areas.
The name change reflects the investment the company made to transition from
traditional paging to advanced messaging. With its $90 million traditional
paging network as a base, the company added $310 million in network equipment
and frequency licenses to construct a $400 million, Internet protocol-based,
nationwide advanced PCS wireless data system.
"With our new network, we are moving from selling simple alert,
telephone-centric services to wireless data Internet-based products and
services," said John D. Beletic, the company's chairman and CEO. "While the name
PageMart is a wonderful description of our original business, the name WebLink
Wireless defines the exciting future for ourselves and our industry. The Web is
where we are going, linking is what we do, and wireless is what we've always
been."
WebLink Wireless has already started providing Internet-based products and
services. Sold under the name "e-pager," these new products are designed to use
the information content and transport capabilities of the Internet to enrich the
use of e-pager devices. At www.e-pager.com, subscribers activate their e-pager
and use the "My e-pager" section to choose the services and information fitting
their lifestyle that they want delivered to their e-pager.
(more)
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ADD
PageMart/New Name
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"The introduction of e-pager and our e-pager.com website is just the beginning
of the wireless data services we expect to announce over the next 12 months,"
Beletic said. "With short messaging services better known as SMS - not far away,
we envision people communicating by sending and receiving short data messages
whether from a mobile phone, a PDA or a two-way pager. I expect WebLink Wireless
should be one of the key companies that will help make SMS as popular in the
United States as it already is in Europe."
The company chose the words in its new name to portray the promise of its
strategy and technology. "Web" was chosen because it is increasingly synonymous
with the Internet, which is how the world transports messages, with an
increasing number of messages being wireless. The Web is also where cool sites
and critical information can be reached, increasingly by wireless devices. The
word "link" means connecting people to people, people to information, and people
to machines, all in ways that empower consumers beyond any mass technology
previously available. It also means connectivity to e-mail, Internet messaging,
SMS and other advanced services. And finally, "wireless" represents continuity
in the company's focus as it delivers untethered, freedom-to-go functionality.
WebLink Wireless Inc. (Nasdaq: WLNK), formerly known as PageMart Wireless Inc.,
is a leader in the wireless messaging industry, providing advanced messaging and
traditional paging services in the United States through the largest
terrestrial-based, two-way wireless data network of any kind. The Dallas-based
company, which serves about 2.7 million customers, recorded total revenues of
$312 million for the year ended December 31, 1998. For more information, visit
the website at www.weblinkwireless.com.
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This press release includes forward-looking statements that involve risks and
uncertainties that are detailed from time to time in PageMart's SEC filings,
including its annual report on Form 10-K for the year ended December 31, 1998
and quarterly reports on Form 10-Q for the quarters ended March 31, June 30, and
September 30, 1999. Actual results may differ materially from those projected
due to increased competition, pricing pressures, delays in new service
introductions, delays in the introduction of new subscriber devices, regulatory
issues and other business factors. These forward-looking statements represent
the company's judgment as of the date of this release. The company disclaims,
however, any intent or obligation to update these forward-looking statements.
