SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT TO FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ARCH WIRELESS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 31-1358569
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(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
1800 WEST PARK DRIVE, SUITE 250, WESTBOROUGH, MASSACHUSETTS 02129
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
NONE (If applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement registers under Section 12(g) of the Securities
Exchange Act of 1934, as amended, the common stock, par value $.001 per share
("Common Stock"), of Arch Wireless, Inc. (the "Company"). On May 15, 2002, the
United States Bankruptcy Court for the District of Massachusetts, Western
Division, entered an order (the "Confirmation Order") confirming the First
Amended Joint Plan of Reorganization, as modified, of the Company and its wholly
owned, domestic subsidiaries (the "Plan").
Pursuant to the Confirmation Order, the bankruptcy court approved the Company's
Restated Certificate of Incorporation (the "Restated Certificate"), and the
Company's existing common stock, par value $.01 per share, was cancelled. Under
the Restated Certificate, which will be filed with the Secretary of State of
the State of Delaware on the effective date of the Plan, the Company will be
authorized to issue 50,000,000 shares of Common Stock, of which approximately
20,000,000 shares will be issued pursuant to the Plan. Under the Restated
Certificate, the Company will not be authorized to issue shares of preferred
stock. The following summary description of the capital stock of the Company is
qualified in its entirety by reference to the Company's Restated
Certificate and the Company's Restated Bylaws, a copy of the form of each of
which is filed as an exhibit to this registration statement and incorporated
herein by reference.
In accordance with Section 1123(a) of the U.S. Bankruptcy Code, the
Restated Certificate prohibits the issuance by the Company of any nonvoting
equity security, except in certain limited situations.
Holders of Common Stock are entitled to one vote per share held of record
on all matters submitted to a vote of stockholders, including the election of
directors. The Restated Certificate does not provide for cumulative voting for
the election of directors. Holders of Common Stock are entitled to receive
dividends when and if declared by the Company's board of directors from funds
legally available therefor and to share, on the basis of their shareholdings, in
the Company's assets that are available for distribution to the Company's
stockholders in the event of liquidation. Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights. Shares of Common
Stock issued pursuant to Plan will be fully paid and nonassessable shares of
capital stock of the Company.
It is not presently anticipated that any dividends will be paid on the
Common Stock in the foreseeable future, and certain debt instruments of the
Company and its subsidiaries expressly limit, or may have the effect of
limiting, the amount of dividends payable by the Company.
The transfer agent and registrar for the Common Stock is EquiServe Trust
Company, 150 Royall Street, Canton, Massachusetts 02021.
ITEM 2: EXHIBITS.
Exhibit
Number Description
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1 Form of Restated Certificate of Incorporation of Arch Wireless,
Inc.
2 Form of Restated Bylaws of Arch Wireless, Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
ARCH WIRELESS, INC.
Date: May 23, 2002 By: /s/ J. ROY POTTLE
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J. Roy Pottle
Executive Vice President and
Chief Financial Officer
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