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As filed with the Securities and Exchange Commission on February 10, 2000
Registration No. 333-_ ____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WEBLINK WIRELESS, INC.
(Exact name of registrant as specified in its charter)
(Formerly known as PageMart Wireless, Inc.)
DELAWARE 75-2575229
(State or other jurisdiction of (I.R.S. Employer Identification Code)
incorporation or organization)
3333 Lee Parkway, Suite 100, Dallas, Texas 75219
(Address of principal executive offices) (zip code)
WEBLINK WIRELESS, INC. FIFTH AMENDED AND RESTATED
1991 STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
FREDERICK A. ANDERSON, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
3333 LEE PARKWAY, SUITE 100
DALLAS, TEXAS 75219
(Name and address of agent for service)
(214) 765-4000
(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>
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Class A Convertible Common
Stock, $0.0001 par value per share 8,850,000 $17.50* $154,875,000* $30,975
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
Pursuant to Rule 457(h), this estimate is based upon the average of the
high and low prices of the Registrant's Class A Convertible Common Stock,
$0.0001 par value per share, on February 2 , 2000 (as reported on the
National Market System of the National Association of Securities Dealers
Automated Quotation System).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
1. PLAN INFORMATION.*
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* Information required by 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 is
omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) (i) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ending March 31, 1999, June 30, 1999 and September 30, 1999; (ii) The
Registrant's Report on Form 8-K, filed December 2, 1999; and (iii) The
Registrant's Report on Form 8-K, filed December 27, 1999; and
(c) The description of the Registrant's Class A convertible common stock,
par value $0.0001 per share (the "Common Stock"), contained in the
Registrant's registration statement on Form 8-A under the Exchange Act
(File No. 000-28196) 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.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
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 in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The Registrant's Common Stock has been registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL") provides that a
corporation's certificate of incorporation may contain a provision which,
subject to the limitations described below, would limit or eliminate a
director's personal liability to the corporation or its stockholders for
monetary damages for breach of his or her fiduciary duty. The DGCL prohibits the
limitation of liability of a director (i) for breaches of the duty of loyalty to
the corporation or its stockholders,
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(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) for transactions from which the
director derived an improper personal benefit, or (iv) for the payment of
unlawful dividends or expenditures of funds for unlawful stock purchases or
redemptions. The Registrant's Certificate of Incorporation eliminates liability
for monetary damages for breach of a director's fiduciary duty to the fullest
extent possible under Delaware law.
The DGCL permits a corporation to indemnify its directors, officers and
employees. The DGCL allows for indemnification if the person acted in good faith
and in a manner he or she believed to be in, or at least not opposed to, the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful. Under
the DGCL, indemnification of officers, directors and employees is permissive;
however, a director, officer, employee or agent of a corporation must be
indemnified against expenses if he or she is successful on the merits or
otherwise in defense of any action, suit or proceeding to which he or she was
made a party by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, unless otherwise set forth in the
corporation's certificate of incorporation. A corporation may not indemnify a
director or officer of the corporation in connection with a proceeding by or in
the right of the corporation in which the director, officer, employee or agent
was adjudged liable to the corporation pursuant to the DGCL. The DGCL does,
however, permit indemnification in such a case if the Delaware Court of Chancery
or the court in which such action or suit was brought determines that the person
is fairly and reasonably entitled to indemnification. The Registrant's
Certificate of Incorporation provides for the indemnification of directors,
officers and employees to the fullest extent permitted under Delaware law.
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.
<TABLE>
<CAPTION>
Exhibit Number and Description
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<S> <C> <C>
5.1 Opinion of Winstead
Sechrest & Minick P.C. (filed herewith)
23.1 Consent of Arthur Andersen LLP (filed herewith)
23.2 Consent of Winstead (included in Exhibit 5.1)
Sechrest & Minick P.C.
24.1 Power of Attorney (included on page II-5)
</TABLE>
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ITEM 9. UNDERTAKINGS.
(1) 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 of 1933.
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
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement. Not withstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) 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 Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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,
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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 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT. 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, hereunto
duly authorized, in the City of Dallas, State of Texas, on February 09, 2000.
WEBLINK WIRELESS, INC.
By:/s/John D.Beletic
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John D. Beletic
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
John D. Beletic and John R. Hauge, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, 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.
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 dates indicated.
<TABLE>
<CAPTION>
Signature and Title Date
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<S> <C>
/s/John D. Beletic February 09, 2000
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John D. Beletic
Chairman and Chief Executive Officer
(Principal Executive Officer)
</TABLE>
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<TABLE>
<S> <C>
/s/John R. Hauge February 9, 2000
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John R. Hauge
Vice President, Finance
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
January ___, 2000
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Michael C. Hoffman
Director
/s/Guy L. DeChazal January 27, 2000
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Guy L. DeChazal
Director
January ___, 2000
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Arthur Patterson
Director
/s/Leigh J. Abramson January 27, 2000
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Leigh J. Abramson
Director
/s/Alejandro Perez Elizondo January 27, 2000
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Alejandro Perez Elizondo
Director
/s/Pamela D.A. Reeve January 27, 2000
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Pamela D.A. Reeve
Director
/s/Steven B. Dodge January 26, 2000
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Steven B. Dodge
Director
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number and Description
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<S> <C> <C>
5.1 Opinion of Winstead
Sechrest & Minick P.C. (filed herewith)
23.1 Consent of Arthur Andersen LLP (filed herewith)
23.2 Consent of Winstead (included in Exhibit 5.1)
Sechrest & Minick P.C.
24.1 Power of Attorney (included on page II-5)
</TABLE>
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EXHIBIT 5.1
OPINION REGARDING LEGALITY
February 9, 2000
WebLink Wireless, Inc.
Attn: Frederick A. Anderson, Esq.
3333 Lee Parkway, Suite 100
Dallas, Texas 75219
Re: WebLink Wireless, Inc. Fifth Amended and Restated 1991 Stock
Option Plan, as amended
Dear Gentlemen:
We have acted as counsel for WebLink Wireless, Inc., a Delaware corporation
(the "Corporation"), in connection with the offer and sale by the Corporation of
up to 8,850,000 shares of common stock (the "Shares"), par value $0.0001 per
share, of the Corporation pursuant to the Corporation's Fifth Amended and
Restated 1991 Stock Option Plan, as amended, and the Corporation's Registration
Statement on Form S-8 being filed with the Securities and Exchange Commission on
February 9, 2000 (the "Registration Statement"). Capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Registration Statement.
We have examined originals, or copies identified to our satisfaction as
being true copies, of (a) the Corporation's Certificate of Incorporation, (b)
the Corporation's Bylaws, as currently in effect, (c) minutes of meetings or
unanimous consents in lieu of meetings of the Corporation's board of directors
and stockholders, certificates of officers of the Corporation and public
officials and statutes as we have deemed necessary for the purpose of this
opinion.
Based upon such examination and in reliance thereon, we are of the opinion
that the Shares will, upon issuance in accordance with the terms contemplated in
the Company's Fifth Amended and Restated 1991 Stock Option Plan, as amended, and
Registration Statement, be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the references to this Firm in the Registration
Statement and Prospectus included therein.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By: /s/Robert E. Crawford, Jr.
--------------------------
Robert E. Crawford, Jr.
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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 3, 1999
(except with respect to the matter discussed in Note 18, as to which the date is
March 26, 1999) and March 26, 1999, included in WebLink Wireless, Inc.'s
(formally, PageMart Wireless, Inc.) Form 10-K for the year ended December 31,
1998, and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN, LLP
Dallas, Texas,
February 9, 2000
