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
Date of Report (Date of earliest event reported): May 30, 2002
Arch Wireless, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-23232/001-14248 31-1358569
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Numbers) Identification No.)
1800 West Park Drive, Suite 250
Westborough, MA 01581
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 870-6700
ITEM 5. OTHER EVENTS.
As previously reported in Current Reports on Form 8-K filed with the
Securities and Exchange Commission (the "SEC"), certain holders of 12-3/4%
Senior Notes due 2007 of Arch Wireless Communications, Inc. ("AWCI"), a
wholly-owned subsidiary of Arch Wireless, Inc. (the "Registrant"), filed an
involuntary petition against AWCI on November 9, 2001 under chapter 11 of the
U.S. Bankruptcy Code (the "Bankruptcy Code") in United States Bankruptcy Court
for the District of Massachusetts, Western Division (the "Bankruptcy Court"). On
December 6, 2001, AWCI consented to the involuntary petition and the Bankruptcy
Court entered an order for relief with respect to AWCI under chapter 11 of the
Bankruptcy Code. Also on December 6, 2001, the Registrant and 19 of the
Registrant's other wholly-owned, domestic subsidiaries filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code with the Bankruptcy Court.
These cases are being jointly administered under the docket for Arch Wireless,
Inc., et al., Case No. 01-47330-HJB. During the course of the proceeding, the
Registrant and its domestic subsidiaries (collectively, the "Debtors"), operated
their businesses and managed their property as debtors in possession under the
Bankruptcy Code. On May 15, 2002, the Bankruptcy Court entered an order, dated
May 14, 2002, confirming Debtor's First Amended Joint Plan of Reorganization, as
modified by the First Modification and Second Modification thereto. On May 29,
2002, the plan or reorganization became effective, and the Registrant and its
domestic subsidiaries are now operating their businesses and properties as
reorganized entities pursuant to the terms of the plan.
The Registrant reports its operating results and financial statements on a
consolidated basis. These public reports are available through the SEC and other
sources. However, under applicable bankruptcy law, the Registrant was required
to file periodically with the United States Trustee various materials, including
certain financial information on an unconsolidated basis. This information
includes statements, schedules and monthly operating reports in forms prescribed
by federal bankruptcy law and the United States Trustee's Office Region 1
Operating Guidelines and Reporting Requirements for Chapter 11 Cases (the
"Guidelines"). Accordingly, on May 30, 2002, the Debtors filed with the United
States Trustee the monthly operating reports and accompanying attachments for
the month ended April 30, 2002 attached hereto as Exhibit 99.1.
The Registrant cautions that the monthly operating reports and
accompanying attachments have been prepared for filing with the United States
Trustee in accordance with the requirements of federal bankruptcy law and the
Guidelines and have not been prepared in accordance with the rules and
regulations of the SEC. While these materials accurately provide then-current
information required under federal bankruptcy law and the Guidelines, they are
nonetheless unconsolidated and unaudited, and are prepared in a format different
from that used in the Registrant's consolidated financial statements filed with
the SEC under the federal securities laws. Accordingly, the Registrant believes
the substance and format of these materials do not allow meaningful comparison
with the Registrant's regular publicly-disclosed consolidated financial
statements. The materials filed with the United States Trustee are not prepared
for the purpose of providing a basis for an investment decision relating to any
securities of the Registrant or any of its subsidiaries, or for comparison with
the other financial information filed by the Registrant or its subsidiaries with
the SEC.
The Registrant cautions that the financial information included in the
monthly operating reports has been prepared by management of the Debtors without
audit or review by independent accountants, who do not express an opinion
thereon. The results of operations for the periods presented in the monthly
operating reports are not necessarily indicative of the results that may be
expected for a full year. This financial information is subject to adjustments
related to the Debtors' filing for protection under the Bankruptcy Code on
December 6, 2001, and these adjustments could be material. This financial
information should be read in conjunction with the consolidated financial
statements and accompanying notes included in the Annual Report on Form 10-K of
the Registrant for the year ended December 31, 2001 and the Registrant's other
periodic reports filed with the SEC from time to time, including without
limitation the Debtors' Joint Plan of Reorganization, dated March 8, 2002, and
the Debtors' Disclosure Statement, dated March 8, 2002, both of which have been
filed with the SEC.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
99.1 Debtors' Monthly Operating Reports, filed on
May 30, 2002.
SIGNATURE
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.
Date: May 30, 2002 ARCH WIRELESS, INC.
By: /S/ LYNDON R. DANIELS
Name: Lyndon R. Daniels
Title: President and Chief Operating
Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Debtors' Monthly Operating Reports, filed on
May 30, 2002.