-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MKhSO+/oDGp8rA0vnjENyJLl7ogz52S6C/K3UBKKae+zNtiMmG7kTTJcW7QuPX+A etnFu/EUFkJPik9hnsCgqQ== 0000912057-95-005222.txt : 199507100000912057-95-005222.hdr.sgml : 19950710 ACCESSION NUMBER: 0000912057-95-005222 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950707 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRONET INC /DE/ CENTRAL INDEX KEY: 0000815553 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 751832168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-11449 FILM NUMBER: 95552679 BUSINESS ADDRESS: STREET 1: 600 DATA DRIVE STE 100 CITY: PLANO STATE: TX ZIP: 75075 BUSINESS PHONE: 2149649500 MAIL ADDRESS: STREET 1: 600 DATA DRIVE STREET 2: SUITE 100 CITY: PLANO STATE: TX ZIP: 75075 10-K405/A 1 10-K405/A - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A-2 --------------------------- (Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from .............to.............. Commission File 0-16029 PRONET INC. (Exact name of registrant as specified in its charter) DELAWARE 75-1832168 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 600 Data Drive, Suite 100 Plano, Texas 75075 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 214-964-9500 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $.01 PAR VALUE (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --------- ------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /X/ The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 1, 1995 was approximately $98,926,471. As of March 1, 1995, there were 6,110,237 outstanding shares of the registrant's Common Stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement to be furnished to stockholders in connection with its 1995 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. Portions of the registrant's Registration Statement on Form S-1 (File No. 33-14956) filed with the Commission on June 10, 1987, July 10, 1987, July 15, 1987 and July 29, 1987 are incorporated by reference into Part IV of this Form 10-K. Portions of the registrant's Current Reports on Form 8-K dated September 8, 1987, July 21, 1988, March 1, 1994 and August 5, 1994 are incorporated by reference into Part IV of this Form 10-K. Portions of the registrant's Annual Report on Form 10-K for each of the years ended December 31, 1989, 1990 and 1991 are incorporated by reference into Part IV of this Form 10-K. Portions of the registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994, are incorporated by reference into Part IV of this Form 10-K. Portions of the registrant's Registration Statement on Form S-2 (File No. 33-85696) filed with the Commission on October 28, 1994 and December 14, 1994 are incorporated by reference into Part IV of this Form 10-K. Portions of the registrant's Proxy Statement filed with the Commission on April 26, 1994 are incorporated by reference into Part IV of this Form 10-K. - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- The Company hereby amends and restates the table and footnotes under the caption "Option Grants in Last Fiscal Year" on page 7 of the Company's Proxy Statement dated April 25, 1995 (which is incorporated by reference into Item 11 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994) to read as follows: "OPTION GRANTS IN LAST FISCAL YEAR The following table summarizes options to acquire shares of Common Stock granted to the Named Executives during 1994.
INDIVIDUAL GRANTS POTENTIAL REALIZABLE ------------------------------------------------------ VALUE AT ASSUMED NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK SECURITIES OPTIONS PRICE APPRECIATION UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(2) OPTIONS EMPLOYEES IN PRICE EXPIRATION ----------------------- NAME GRANTED(#)(1) FISCAL YEAR ($/SHARE) DATE 5% 10% - ---- ------------- ------------ --------- ---------- --------- ---------- Jackie R. Kimzey . . . . 20,000 5.10% $11.00 02/28/2004 $138,400 $ 350,600 50,000 12.66 13.50 12/06/2004 424,500 1,076,000 David J. Vucina. . . . . 20,000 5.10 11.00 02/28/2004 138,400 350,600 50,000 12.66 13.50 12/06/2004 424,500 1,076,000 Bo Bernard . . . . . . . 15,000 3.80 11.00 02/28/2004 103,800 262,950 15,000 3.80 13.50 12/06/2004 127,350 322,800 Jan E. Gaulding. . . . . 15,000 3.80 11.00 02/28/2004 103,800 262,950 35,000 8.86 13.50 12/06/2004 297,150 753,200 Jeffery A. Owens . . . . 15,000 3.80 11.00 02/28/2004 103,800 262,950 20,000 5.10 13.50 12/06/2004 169,800 430,400 - ------------------------ (1) All options were granted pursuant to the 1987 Incentive Stock Option Plan. The exercise price represents the fair market value of the Company's Common Stock on the date of grant. The options have a term of ten years and vest in 20% cumulative annual increments over that period beginning with the first anniversary date of the grant, or if earlier, 100% upon a change in control of the Company. (2) The potential realizable value portion of the table illustrates the values that might be realized upon exercise of the options immediately prior to the expiration of their term, assuming the specified compounded rates of appreciation to the Company's Common Stock over the term of the options. The prices of Common Stock at the end of the ten-year term of the options would be $17.92 and $21.99, respectively, assuming 5% annual appreciation and would be $28.53 and $35.02, respectively, assuming 10% annual appreciation. These amounts represent assumed rates of appreciation only. Actual gains, if any, on stock option exercises depend on the future performance of the Common Stock and overall market conditions. There can be no assurances that the potential values set forth in this table reflect the actual values that may be obtained by any of the Named Executives."
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. PRONET INC. (Registrant) Date: July 7, 1995 /s/ Jan E. Gaulding ----------------------------------- Jan E. Gaulding Senior Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----