Attached files
file | filename |
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EX-2.1 - EX-2.1 - Spok Holdings, Inc | w81853exv2w1.htm |
EX-99.1 - EX-99.1 - Spok Holdings, Inc | w81853exv99w1.htm |
EX-10.1 - EX-10.1 - Spok Holdings, Inc | w81853exv10w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 3, 2011
USA Mobility, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-51027 | 16-1694797 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
6850 Versar Center, Suite 420, Springfield, Virginia |
22151 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (800) 611-8488
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On March 3, 2011, USA Mobility, Inc. (the Company) acquired Amcom Software, Inc. (Amcom)
pursuant to an Agreement and Plan of Merger (the Merger Agreement) by and among the Company, Arch
Wireless, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (the Holding
Company), USMO Acquisition Co., a Delaware corporation (Merger Sub), Amcom, a Delaware
corporation, the stockholders of Amcom named therein and Norwest Equity Partners IX, L.P., as the
stockholders representative.
Pursuant to the terms and subject to the conditions of the Merger Agreement, the Merger Sub
merged with and into Amcom, with Amcom surviving the merger and becoming an indirect wholly owned
subsidiary of the Company. The aggregate merger consideration the Company paid to the stockholders
and stock option holders of Amcom was approximately $163.3 million, $15.0 million of which was
placed into an escrow fund. The acquisition was funded by approximately $110.8 million of cash on
hand and $52.5 million through a credit facility provided by Wells Fargo Capital Finance, LLC.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of
the Merger Agreement. The full text of the Merger Agreement is attached as Exhibit 2.1 hereto and
incorporated herein by reference.
Credit Agreement
On March 3, 2011 the Company entered into a credit agreement (the Credit Agreement) with and
among the Company, the Holding Company, USA Mobility Wireless, Inc., a Delaware corporation, and
Amcom (collectively, the borrowers), the lenders and Wells Fargo Capital Finance, LLC as the
arranger and administrative agent. The Credit Agreement provides for a credit facility of $52.5
million, including a $42.5 million term loan and a $10.0 million revolving loan.
The foregoing summary of the Credit Agreement does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the Credit Agreement. The full text of the
Credit Agreement is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby
incorporated by reference in this Item 2.01.
Item 7.01 Regulation FD Disclosure.
On March 3, 2011, the Company issued a press release that announced the acquisition of Amcom
Software, Inc. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated
herein by reference.
In accordance with the General Instruction B.2 of Form 8-K, the information set forth herein
and in the press release shall be deemed to be furnished and shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such a filing. This report will not be
deemed an admission as to the materiality of any information required to be disclosed solely to
satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
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The financial statements required by Item 9.01 of this Current Report on Form 8-K, with
respect to the acquisition described in Item 2.01 herein, will be filed by amendment on or before
May 17, 2011.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01 of this Current Report on Form 8-K,
with respect to the acquisition described in Item 2.01 herein, will be filed by amendment on or
before May 17, 2011.
(d) Exhibits:
The following exhibits are filed herewith:
Exhibit No. | Description | |
2.1
|
Agreement and Plan of Merger, dated as of March 3, 2011, by and among USA Mobility, Inc., a Delaware corporation, Arch Wireless, Inc., a Delaware corporation, USMO Acquisition Co., a Delaware corporation, Amcom Software, Inc., a Delaware corporation, the stockholders of Amcom Software, Inc. named therein and Norwest Equity Partners IX, L.P., as the stockholders representative. | |
10.1
|
Credit Agreement, dated as of March 3, 2011 by and among USA Mobility, Inc., a Delaware corporation, Arch Wireless, Inc., a Delaware corporation, USA Mobility Wireless, Inc., a Delaware corporation, Amcom Software, Inc., a Delaware corporation, the lenders and Wells Fargo Capital Finance, LLC, as the arranger and administrative agent. | |
99.1
|
Press Release, dated as of March 3, 2011. |
This Form 8-K and the attached Exhibits are furnished to comply with Item 9.01 of Form 8-K.
Neither this Form 8-K nor the attached Exhibits are to be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, nor shall this Form 8-K nor the attached
Exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a filing.
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SIGNATURES
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.
USA Mobility, Inc. |
||||
March 4, 2011 | By: | /s/ Shawn E. Endsley | ||
Name: | Shawn E. Endsley | |||
Title: | Chief Financial Officer | |||
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Exhibit Index
Exhibit No. | Description | |
2.1
|
Agreement and Plan of Merger, dated as of March 3, 2011, by and among USA Mobility, Inc., a Delaware corporation, Arch Wireless, Inc., a Delaware corporation, USMO Acquisition Co., a Delaware corporation, Amcom Software, Inc., a Delaware corporation, the stockholders of Amcom Software, Inc. named therein and Norwest Equity Partners IX, L.P. as the stockholders representative. | |
10.1
|
Credit Agreement, dated as of March 3, 2011 by and among USA Mobility, Inc., a Delaware corporation, Arch Wireless, Inc., a Delaware corporation, USA Mobility Wireless, Inc., a Delaware corporation, Amcom Software, Inc., a Delaware corporation, the lenders and Wells Fargo Capital Finance, LLC, as the arranger and administrative agent. | |
99.1
|
Press Release, dated as of March 3, 2011. |