UNITED STATES
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): | June 7, 2006 |
USA Mobility, Inc.
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(Exact name of registrant as specified in its charter)
| Delaware | 000-51027 | 16-1694797 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 6677 Richmond Highway, Alexandria, Virginia | 22306 | |
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | (703) 660-6677 |
Not Applicable
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
Item 8.01 Other Events.
On June 7, 2006, USA Mobility, Inc. announced that its Board of Directors has unanimously approved a special cash distribution of $3.00 per share of common stock, an aggregate amount of approximately $82 million. The distribution will be paid on July 21, 2006 to shareholders of record on June 30, 2006. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into these Items 7.01 and 8.01 by reference.
Additionally, on June 8, 2006, USA Mobility, Inc. announced that it has received notice from the Nasdaq National Market stating that the company is in full compliance with Nasdaq Marketplace Rules. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
The information in these Items 7.01 and 8.01 of this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. 99.1
Description of Exhibit - Press Release dated June 7, 2006 (furnished pursuant to Item 8.01; not "filed" for purposes of Section 18 of the Exchange Act)
Exhibit No. 99.2
Description of Exhibit - Press Release dated June 8, 2006 (furnished pursuant to Item 8.01; not "filed" for purposes of Section 18 of the Exchange Act)
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. | ||||
| June 9, 2006 | By: |
/s/ Thomas L. Schilling
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| Name: Thomas L. Schilling | ||||
| Title: Chief Financial Officer | ||||
Exhibit Index
Exhibit No.
Description
Press Release dated June 7, 2006
Press Release dated June 8, 2006
News Release
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For Immediate Release
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Contact: Bob Lougee (703) 721-3080 | |
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Wednesday, June 7, 2006
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USA Mobility Declares Special Distribution,
Returning Cash to Shareholders
Alexandria, VA (June 7, 2006) — USA Mobility, Inc. (Nasdaq: USMO), a leading provider of wireless messaging services, today announced that its Board of Directors has unanimously approved a special cash distribution of $3.00 per share of common stock, an aggregate amount of approximately $82 million. The distribution will be paid on July 21, 2006 to shareholders of record on June 30, 2006.
This is the second special distribution declared by USA Mobility since it became debt free in August 2005 after repaying $140 million in bank debt used to fund the merger of Arch Wireless, Inc. and Metrocall Holdings, Inc. on November 16, 2004. On December 21, 2005, the company paid a special distribution of $1.50 per share, which represented a $41 million return of capital to shareholders. The company said the tax treatment of the July distribution will be based in part on the company’s year-end results and that it intends to provide further information on the appropriate treatment of the distribution at a later date.
“This special distribution underscores our commitment to our stated strategy of managing USA Mobility for cash flow, and return of cash to our shareholders,” said Vincent D. Kelly, president and chief executive officer.
About USA Mobility
USA Mobility, Inc., headquartered in Alexandria, Virginia, is a leading provider of paging products and other wireless services to the business, government, healthcare and emergency response sectors. USA Mobility offers traditional one-way and advanced two-way paging via its nationwide networks covering more than 90% of the U.S. population. In addition, the company offers mobile voice and data services through Sprint Nextel and Cingular Wireless, including BlackBerry and GPS location applications. The company’s product offerings include wireless connectivity systems for medical, business, government and other campus environments. USA Mobility focuses on the business-to-business marketplace and supplies mobile connectivity solutions to over two-thirds of the Fortune 1000 companies. For further information visit www.usamobility.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act: Statements contained herein or in prior press releases which are not historical fact, such as statements regarding USA Mobility’s cash flow strategy, are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause USA Mobility’s actual results to be materially different from the future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, declining demand for paging products and services, the ability to continue to reduce operating expenses, future capital needs, competitive pricing pressures, competition from both traditional paging services and other wireless communications services, government regulation, reliance upon third-party providers for certain equipment and services, as well as other risks described from time to time in periodic reports and registration statements filed with the Securities and Exchange Commission. Although USA Mobility believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. USA Mobility disclaims any intent or obligation to update any forward-looking statements.
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News Release
For Immediate Release
Contact
:
Bob Lougee 703-721-3080
Thursday, June 8, 2006
USA Mobility Notified of Full Compliance with Nasdaq Rules
Alexandria, VA (June 8, 2006) — USA Mobility, Inc. (Nasdaq: USMO), a leading provider of wireless messaging services, today announced that it has received notice from the Nasdaq National Market stating that the company is in full compliance with Nasdaq Marketplace Rules.
USA Mobility received notice of compliance after it recently completed filings of financial statements for prior reporting periods, including the company’s 2005 Form 10-K and Form 10-Q for the quarter ended March 31, 2006 as required by Marketplace Rule 4310(c)(14). As previously announced, USA Mobility delayed its filings to correct errors discovered by the company for prior reporting periods.
About USA Mobility
USA Mobility, Inc., headquartered in Alexandria, Virginia, is a leading provider of paging products and other wireless services to the business, government, healthcare and emergency response sectors. USA Mobility offers traditional one-way and advanced two-way paging via its nationwide networks covering more than 90% of the U.S. population. In addition, the company offers mobile voice and data services through Sprint Nextel and Cingular Wireless, including BlackBerry and GPS location applications. The company’s product offerings include wireless connectivity systems for medical, business, government and other campus environments. USA Mobility focuses on the business-to-business marketplace and supplies mobile connectivity solutions to over two-thirds of the Fortune 1000 companies. For further information visit www.usamobility.com .
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