10-Q/A 1 w97285a1e10vqza.htm FORM 10-Q/A e10vqza
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A
Amendment No. 1

     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended March 31, 2004

     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Transition Period from      to     

Commission File Number: 0-21924

METROCALL HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)
     
Delaware   54-1215634
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
6677 Richmond Highway, Alexandria, Virginia   22306
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, including area code: (703) 660-6677

     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 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 þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Rule 12(b-2) Yes þ No o

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of Securities under a plan confirmed by a court. Yes þ No o

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:

         
Class   Outstanding at June 1, 2004
Common Stock, par value $0.01
    5,589,285  

 


 

Explanatory Note

     Metrocall Holdings, Inc. is filing this Amendment No. 1 to its Quarterly Report for the quarter ended March 31, 2004 (the “Quarterly Report”) to amend and restate Item 6 of Part II and to provide the updated certifications under Section 302 of the Sarbanes-Oxley Act of 2002 required pursuant to SEC Release No. 34-47986. Other than as set forth in the immediately preceding sentence, this Amendment No. 1 on Form 10-Q/A does not change or otherwise amend the Quarterly Report, including, without limitation, our previously reported unaudited interim financial statements and other financial disclosures contained therein.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits Required by Item 601 of Regulation S-K.

EXHIBIT INDEX

     
Exhibit    
Number   Exhibit Description
 
   
2.1
  Agreement and Plan of Merger, dated as of March 29, 2004, by and among
  Wizards-Patriots Holdings, Inc., Wizards Acquiring Sub, Inc., Metrocall Holdings,
  Inc., Patriots Acquiring Sub, Inc. and Arch Wireless, Inc. (a)
10.1
  Amendment to Employment Agreement dated as of March 29, 2004 by and between Metrocall
  Holdings, Inc. and Vincent D. Kelly. (b)
31.1
  Rule 13(a) — 14(a)/15(d) — 14(a) Certification of Chief Executive Officer and
  President.†
31.2
  Rule 13(a) — 14(a)/15(d) — 14(a) Certification of Chief Financial Officer.†
32.1
  Certification pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley
  Act of 2002).*

 
   

† Filed herewith.

* Filed with the original Quarterly Report for the period ended March 31, 2004.

  (a)   Incorporated by reference to Metrocall’s Current Report on Form 8-K, as filed with the Commission on March 31, 2004.
 
  (b)   Incorporated by reference to Amendment No. 1 to Metrocall’s Annual Report on Form 10-K/A, as filed with the Commission on April 29, 2004.

(b) Reports on Form 8-K

     Form 8-K amendment dated and filed January 20, 2004 reporting WebLink Wireless, Inc.’s Consolidated Financial Statements as of December 31, 2002 and September 30, 2003 and for the period from January 1, 2002 through September 8, 2002, the period from September 9, 2002 through December 31, 2002, the period from January 1, 2002 through April 22, 2003 and the period from April 23, 2003 through September 30, 2003 and Unaudited pro forma condensed combined financial statements for Metrocall Holdings, Inc. and WebLink Wireless, Inc.

     Form 8-K dated March 15, 2004 and filed March 16, 2004 reporting a press release announcing Metrocall Holdings, Inc.’s operating results for the fiscal year ended and fourth quarter ended December 31, 2003.

 


 

     Form 8-K dated March 28, 2004 and filed March 31, 2004 reporting a press release regarding that Metrocall Holdings, Inc., a Delaware corporation, and Arch Wireless, Inc., a Delaware corporation, have agreed to enter into an Agreement and Plan of Merger, dated as of March 29, 2004.

     Form 8-K dated and filed March 31, 2004 reporting a press release regarding our announcement of plans to redeem remaining outstanding shares of series A preferred stock on May 17, 2004.

 


 

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 thereunto duly authorized.

         
Date: June 10, 2004
      METROCALL HOLDINGS, INC.
 
       
  By:   ___/s/ George Z. Moratis___
      George Z. Moratis
      Chief Financial Officer and Treasurer

 


 

EXHIBIT INDEX

     
Exhibit    
Number   Exhibit Description
 
   
2.1
  Agreement and Plan of Merger, dated as of March 29, 2004, by and among
  Wizards-Patriots Holdings, Inc., Wizards Acquiring Sub, Inc., Metrocall Holdings,
  Inc., Patriots Acquiring Sub, Inc. and Arch Wireless, Inc. (a)
10.1
  Amendment to Employment Agreement dated as of March 29, 2004 by and between Metrocall
  Holdings, Inc. and Vincent D. Kelly. (b)
31.1
  Rule 13(a) — 14(a)/15(d) — 14(a) Certification of Chief Executive Officer and
  President.†
31.2
  Rule 13(a) — 14(a)/15(d) — 14(a) Certification of Chief Financial Officer.†
32.1
  Certification pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley
  Act of 2002).*

 
   

† Filed herewith.

* Filed with the original Quarterly Report for the period ended March 31, 2004.

  (a)   Incorporated by reference to Metrocall’s Current Report on Form 8-K, as filed with the Commission on March 31, 2004.
 
  (b)   Incorporated by reference to Amendment No. 1 to Metrocall’s Annual Report on Form 10-K/A, as filed with the Commission on April 29, 2004.