<PAGE> 1
As filed with the Securities and Exchange Commission on May 12, 2000
Registration No. 333-_______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
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.
2000 FLEXIBLE INCENTIVE PLAN
(Full title of the plan)
FREDERICK G. ANDERSON, ESQ.
CORPORATE COUNSEL, VICE PRESIDENT 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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Convertible Common Stock,
$0.0001 par value per share 3,000,000 $8.41* $25,230,000* $6,661
- --------------------------------------------------------------------------------------------------------------------
</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 May 10, 2000 (as reported on the The Nasdaq Stock
Market).
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
1. PLAN INFORMATION.*
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
- --------------------
* 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.
2
<PAGE> 3
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, 1999;
(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; (iii) the Registrant's Report on Form 8-K
filed December 27, 1999; and (iv) the Registrant's Report on
Form 8-K filed March 13, 2000; 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
3
<PAGE> 4
of liability of a director (i) for breaches of the duty of loyalty to
the corporation or its stockholders, (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 and Bylaws 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.
Exhibit Number and Description
- ------------------------------
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 7)
ITEM 9. UNDERTAKINGS.
4
<PAGE> 5
(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 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. Notwithstanding 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 a twenty percent change in
the maximum aggregate offering prices 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
5
<PAGE> 6
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, 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.
6
<PAGE> 7
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 April 27, 2000.
WEBLINK WIRELESS, INC.
By: /s/ John D. Beletic
---------------------------------
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
------------------- ----
<S> <C>
/s/ John D. Beletic April 27, 2000
- --------------------------------------------
John D. Beletic
Chairman and Chief Executive Officer
(Principal Executive Officer)
</TABLE>
7
<PAGE> 8
<TABLE>
<S> <C>
/s/ John R. Hauge May 11, 2000
- --------------------------------------------
John R. Hauge
Vice President, Finance
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
/s/ Michael C. Hoffman April 27, 2000
- --------------------------------------------
Michael C. Hoffman
Director
/s/ Guy L. DeChazal April 27, 2000
- --------------------------------------------
Guy L. DeChazal
Director
/s/ Albert C. Black, Jr. April 27, 2000
- --------------------------------------------
Albert C. Black, Jr.
Director
/s/ Leigh J. Abramson May 1, 2000
- --------------------------------------------
Leigh J. Abramson
Director
/s/ Pamela D.A. Reeve April 27, 2000
- --------------------------------------------
Pamela D.A. Reeve
Director
/s/ Steven B. Dodge April 27, 2000
- --------------------------------------------
Steven B. Dodge
Director
</TABLE>
8
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <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 7)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
OPINION REGARDING LEGALITY
May 10, 2000
WebLink Wireless, Inc.
Attn: Frederick G. Anderson, Esq.
3333 Lee Parkway, Suite 100
Dallas, Texas 75219
Re: WebLink Wireless, Inc. 2000 Flexible Incentive Plan
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 3,000,000 shares of common stock (the "Shares"), par value
$0.0001 per share, of the Corporation pursuant to the Corporation's 2000
Flexible Incentive Plan (the "Plan"). The Corporation is today filing with the
Securities and Exchange Commission a Registration Statement on Form S-8 (the
"Registration Statement") with respect to the registration of the Shares under
the Securities Act of 1933. 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
authorizing and approving the issuance and sale of the Shares and (d)
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 upon the issuance of the Shares in accordance with the terms of the
Plan, including receipt prior to issuance of the full consideration payable for
the Shares, the Shares will 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/ Ted S. Schweinfurth
------------------------------
Ted S. Schweinfurth
10
<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 2, 2000
(except with respect to the matters discussed in Note 19, as to which the date
is February 24, 2000) and February 24, 2000, included in WebLink Wireless,
Inc.'s (formerly PageMart Wireless, Inc.) Form 10-K for the year ended December
31, 1999, and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
May 12, 2000
