WEBLINK WIRELESS INC
8-K, 1999-12-27
RADIOTELEPHONE COMMUNICATIONS
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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 27, 1999
                                                -------------------------------

                             WEBLINK WIRELESS, INC.
- -------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Chapter)


                                    DELAWARE
- -------------------------------------------------------------------------------
                 (State of Other Jurisdiction of Incorporation)

<TABLE>
<S>                                            <C>
        0-28196                                              75-2575229
- -------------------------------------------------------------------------------
(Commission File Number)                       (IRS Employer Identification No.)


3333 Lee Parkway, Suite 100, Dallas, Texas                             75219
- ------------------------------------------                          ----------
(Address of Principal Executive Offices)                            (Zip Code)
</TABLE>


                                  214-765-4000
- -------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                             PAGEMART WIRELESS, INC.
- -------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         if changed since last report)


<PAGE>   2
ITEM 5.       OTHER EVENTS.
              On December 23, 1999, WebLink Wireless, Inc. issued the attached
              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.

                                             WEBLINK WIRELESS, INC.



                                             By: /s/ Frederick G. Anderson
                                                 -------------------------------
                                             Name: Frederick G. Anderson
                                             Title: Vice President, General
                                                    Counsel and Secretary


Date: December 27, 1999

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                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit
Number              Description
- --------            -----------
<S>                 <C>
99.1                News Release
</TABLE>

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                                                                    EXHIBIT 99.1

NEWS RELEASE
- ------------
<TABLE>

<S>               <C>                                <C>
CONTACTS:         INVESTORS                          MEDIA
                  Kelly Prentiss                     Eric Van Steenburg
                  WebLink Wireless                   WebLink Wireless
                  (214) 765-3874                     (214) 765-3937
                  [email protected]      [email protected]
</TABLE>

                     WEBLINK WIRELESS LETTER TO INVESTORS ON
                  STRATEGIC REPOSITIONING, OPPORTUNITIES, RISKS

DALLAS - December 23, 1999 - As the year draws to a close, we think back over
our company's first decade and particularly to a decision made in 1994 to invest
in building a nationwide, IP-based, two-way wireless data network. We knew then
that the capital requirements of this new business would far outscale those of
the existing business and would fully leverage the Company's cash flows in order
to capitalize on the emergence of wireless data services in the United States.

Our large investment has moved WebLink Wireless (Nasdaq: WLNK) into a different
space - a space in which wireless Internet devices are used for sending and
receiving messages and information. Our traditional paging business, while
generating strong cash flow, is expected to decline in importance to the
company. As a result, WebLink Wireless has become one of the few near pure plays
in a national wireless data network. Most other national wireless data networks
are either part of much larger organizations (BellSouth Wireless Data, WorldCom
SkyTel), are voice centric (AT&T Wireless, Sprint PCS, Nextel, etc.) or have a
substantial traditional paging business (Arch/PageNet combined).

Other near pure plays in wireless data (although with differing strategies,
products, advantages and disadvantages) are Metricom (Nasdaq: MCOM), American
Mobile Satellite (Nasdaq: SKYC) and Research in Motion (Nasdaq: RIMM). These are
companies with whom we will compare ourselves going forward.

With our move into wireless data services, we envision ourselves as part of the
use of the World Wide Web to link people with other people or information in a
way that makes their lives more fun, informative or productive. We believe our
fortunes will ultimately be determined by how wireless data services evolve in
the United States, with our traditional paging base providing strong cash flow
but not growth.

Given the magnitude of the bet we have made, in this letter to our investors we
want to discuss the strategic repositioning of WebLink Wireless, the opportunity
in front of us and the risks we most think about.


STRATEGIC REPOSITIONING
The Web is where we are going, linking is what we do, and wireless is what we've
always been.
<PAGE>   2

Virtually all of our development expenditures over the past two years have been
to create the ability to provide wireless data connectivity for Internet
appliance portable devices. We have made investments in IP infrastructure,
terminal equipment, content relationships, middleware software alliances, new
distribution agreements, billing systems, and telemetry interfaces.

The network range is most impressive. Today, once we have commercial two-way
devices available, you can stand next to 85% to 90% of the domestic U.S.
population, indoors or out, and send and receive wireless e-mails or other data.
We know of no other terrestrial based wireless network with such coverage. In
addition to all major and mid-tier cities, the network covers small cities such
as Casper, Wyoming; Durango, Colorado; Macon, Georgia; Odessa, Texas; St.
George, Utah; Walla Walla, Washington and hundreds more.

For a perspective on the positioning and direction of the Company, we suggest
our investors take a Web tour of four areas on our new site (currently in final
development) at www.weblinkwireless.com.

- -          From "Consumer Products and Services," click on "Messaging," then
           scroll down and select "Able to send a message" to discover the Web's
           most informative site for linking wireless devices of all kinds. A
           major emphasis of ours will be the development of the ability to link
           our customers to the wireless devices of the other people in their
           lives, including digital cellular phones, two-way pagers, one-way
           pagers and e-mailboxes; all regardless of the network service
           provider.

- -          From "Consumer Products and Services," click on "Information
           Services" and then select "Information on Demand" to view the
           beginning of an endless amount of information that a WebLink Wireless
           two-way pager or Internet appliance can request. The WebLink Wireless
           network is, in essence, a portal to information that resides on the
           Internet.

- -          Also from "Information Services," click on "Periodic Information." In
           this case, our website is a portal for customers to order information
           they want periodically sent to their devices.

- -          Finally, from our home page, select "Business Products and
           Services/Large Businesses," then click on "Enterprise Solutions" for
           a listing of the variety of integrations available for corporate
           customers wanting to extend their enterprise applications to wireless
           devices. We expect Enterprise Solutions to be a very active area for
           us as we prepare to launch commercial two-way wireless data services.

Clearly, the Web is where we are going, linking is what we do, and wireless is
what we've always been.

OPPORTUNITY
The market opportunity appears staggering. We are currently in beta test for
two-way services and our users quickly find applications around sending messages
to e-mail, to

<PAGE>   3


digital phones, and conversing with other two-way pagers. In Europe, wireless
device-to-device text messaging (on GSM phones) has experienced an explosion in
popularity from a few million messages per month two years ago to over 1 billion
messages sent last month. People, especially the younger generations, have a
great intrinsic desire to be connected and in touch. Our young (under 30) beta
users describe the service with such exuberant emotion that it even surprises
us. As we enter the wireless data business, we believe customers will quickly
understand the value proposition.

Another compelling application for our beta users is the ability to use the data
device to request information such as local weather, local news, stock quotes,
and airline flights. This ability to demand information can be extended to
enterprise systems through our Enterprise Solution alliances. For example, a
sales representative could look up inventory levels, delivery dates or other
mission critical information.

Digital mobile phones are both in competition with, and an ally of, wireless
data-only devices. Clearly, most people will carry a phone and use the limited
keyboard to construct and send messages. Our business plans are based on our
internal projections that in year 2004 approximately 70 million of the people
sending and receiving text messages will do so from their mobile phones. We
believe another 30 million people will carry both a phone and a wireless data
device and another 10 to 20 million will own wireless data devices only. All of
the phone and data devices will be able to converse with each other regardless
of the service provider. There will be competition for the data device space
from 4 or 5 different categories of wireless technology.

Different wireless networks are designed to optimize different things, with all
technologies possessing benefits and detriments. Our design type optimizes broad
geographic coverage, great in-building coverage, always-on battery life, and
bandwidth appropriate for small portable Internet appliances such as two-way
pagers. We are not optimized for real time applications (requires no latency)
and wireless desktop experience (requires large bandwidth). We believe our
design fits well with the emerging market for portable device-to-device
communication, with a large share of the market met by our service attributes.

We see portable device-to-device messaging as the next big thing in wireless.
Motorola calls this "e-messaging." In its early stages now, the charge is being
led by the wireless data carriers, WorldCom SkyTel, BellSouth Wireless Data,
American Mobile Satellite, and, in January 2000, WebLink Wireless and our
network partners. We believe that device-to-device messaging will become a huge
phenomena in the United States when mobile phones can not only receive, but also
send, text messages. Then, we expect the growth in e-messaging will be
spectacular as the value of any one device is enriched by the population of
other 'connected' devices.

A key economic variable for WebLink Wireless was network construction costs.
All-in capital expenditures, including frequency licenses, was about $1.50 per
population for 85%-90% population coverage. This cost is about 2% to 3% of the
construction cost of a digital PCS voice network of comparable scale. As a
result, economic returns to our investors are rewarding at much lower market
penetration rates. We believe we will


<PAGE>   4


reach EBITDA breakeven at 300,000 subscribers or only 1/600th of the population
covered. Furthermore, with our capacity far exceeding breakeven levels,
operating leverage is expected to be high with approximately two-thirds of the
change in revenue flowing to EBITDA.

Another key economic item for WebLink Wireless is that the $310 million wireless
data network we built is also used to serve our traditional paging base.
Therefore, as the traditional base declines, there are no stranded assets and
virtually all assets can be utilized as additional capacity for wireless data.
Today about 35% of the peak-hour outbound and 0% of the inbound capacity is used
for traditional paging. Our typical site has two transmitters and one receiver,
with one entire transmitter and a part of the second available for full two-way
wireless data services.

There appears to be plenty of market opportunity. If WebLink Wireless can
achieve 50,000 net additions a month, the incremental EBITDA contribution is
expected to be around $500,000 a month or $6 million of annualized EBITDA added
each month. Given the market potential, these are numbers we foresee in our
business planning horizon. Our optimism is based on a perceived large unmet
need, relatively few national networks, and attractive economics at relatively
low penetration rates.


RISKS
This section is not intended to replace the list of risks delineated in our
Annual Report on Form 10-K, but rather to discuss the most significant risks we
see to the opportunity above.

Subscriber device development and associated market acceptance are our most
serious risks. In fact, after completing the buildout of our second generation
ReFLEX national network in April of 1999, we expected full two-way wireless data
devices to be available in May of 1999. We now do not expect to have devices
until January of year 2000. Our EBITDA loss while waiting for devices is about
$2 - $3 million a month before we have the benefit of being able to sell two-way
devices.

In the interim, we have used the network to sell assured paging, but the market
is increasingly telling us it wants two-way devices instead of enhanced one-way
paging. As we wait for two-way devices, we expect to add about 10,000 assured
paging users in the fourth quarter of 1999 after selling about 20,000 and 24,000
in the two prior quarters. The demand has shifted to wireless data (two-way).

The wireless data devices we expect to begin to sell in the first quarter of
2000 are the Motorola PageWriter 2000X and the Glenayre AccessLink II, both good
devices that will allow us to introduce two-way services. The PageWriter at $375
and with the size and functions of a PDA (it is a PDA) is expected to have
high-end appeal. The Glenayre AccessLink II with its small form factor and
priced at $199 is expected to have wider appeal. It has a virtual keyboard. The
AccessLink II through its infrared port can serve as a wireless modem for any
Palm or Windows CE PDA with infrared capability. Furthermore, Glenayre Symmetry
Software is a Microsoft Outlook client that resides on

<PAGE>   5



the desktop that allows your AccessLink II to be a portable e-mail receiver and
to act as your remote control for the desktop. Symmetry provides the
functionality of RIM Blackberry plus certain additional benefits.

Other important devices are in development. In the year 2000, we expect at least
two announcements from PDA manufacturers of devices for our network similar to
the Palm VII. We also are aware of another two-way pager in development by
another prominent consumer electronics manufacturer.

But our near term hope for a wireless data device, with the potential of being
the next hot consumer and business appliance, is a new class of simpler, single
purpose devices being developed by our manufacturers and scheduled to begin to
be available starting around the middle of the year. They will be the size of a
traditional pager, with a flip-up screen, a qwerty keyboard, and always-on
battery life. WebLink Wireless expects to price them at about $149. (Other than
the Glenayre AccessLink II, we know of no other wireless data device available
for less than twice the price.)

We believe the new class of devices are critical for WebLink Wireless and our
industry and its success should tell us whether our construction of the nation's
largest terrestrial based wireless data network was a good bet.

Ultimately, what we want is an $89 two-way device, that combined with our $9.95
starting service price, over-the-air activation, and pre-paid service plans,
would allow us to sell these units through retailers such as Southland 7-Eleven.
We know of no manufacturer's near-term plans for such a device, but given the
immense marketing power lined up and ready to sell ReFLEX devices, the
experience curve effect on two-way devices should follow the word pager
experience we have seen over the past three years in which word devices declined
50% in cost from $119 to $59.

In the mid-term, telemetry or machine to machine applications look exciting. A
recent Yankee Group report rated our type of wireless technology as the overall
best for telemetry applications. Our telemetry strategic business unit, Wireless
Control Systems, is currently in alpha tests and expects commercial availability
of telemetry modules in the second quarter. We are most intrigued with vending,
security, office machines, and environmental control applications that fit so
very well with our technology.

TRADITIONAL PAGING BUSINESS
While we do not believe the traditional paging business will create additional
value for us going forward, it is an important source of cash as we await the
growth of wireless data. This division is currently producing over $80 million
of EBITDA per year with only about $15 million of capital expenditures.

The traditional paging industry stopped growing in 1998 at about 44 million
subscribers (our estimate) and has since begun a gradual decline.
Correspondingly, after reaching a high of about 2.7 million traditional paging
subscribers in 1998, our base has declined to around 2.6 million units at the
end of the third quarter of 1999 and is expected to continue to decline
reflecting the market for traditional paging service in general. While it is

<PAGE>   6



possible to have a growth quarter as we did in two of the last five quarters, we
are projecting a 1% to 3% decline in units in the fourth quarter of 1999 and
on-going declines in all quarters going forward.

Our goals for traditional paging are not unit oriented. Instead, management's
objective is to maximize cash flow by reducing expenses in advance of revenue
declines. Traditional paging EBITDA is expected to reach a new all-time high in
the fourth quarter of 1999.

Our equal-access network partners are repositioning themselves as well.
Vodaphone AirTouch Paging will be part of the Vodaphone/Bell Atlantic/GTE
wireless organization selling mobile phones, wireless data devices, and paging
services. Metrocall (Nasdaq: MCLL) is becoming a broad based marketeer of
telecom services, leveraging its relationships with AT&T Wireless and Covad to
offer PCS phones, high speed Internet access, wireless data devices, and paging
services to their customers. TSR Wireless is establishing itself as a company
owned retailer of a full range of wireless services for its customers.


SUMMARY
With funding from our investors and cash flow from our traditional paging base,
WebLink Wireless is well positioned for the growth of wireless data services in
the United States. This is our focus. And we continue to deeply believe that
device-to-device wireless communication is going to be a huge market and that
the upcoming year could create significant stockholder value.

This press release includes forward-looking statements that involve risks and
uncertainties that are detailed from time to time in the SEC filings of WebLink
Wireless Inc. formerly known as PageMart Wireless Inc., 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.


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