Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Spok Holdings, Inc | w79350exv99w1.htm |
| EX-99.2 - EX-99.2 - Spok Holdings, Inc | w79350exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): July 28, 2010
USA Mobility, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51027 | 16-1694797 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 6850 Versar Center, Suite 420, | ||
| Springfield, Virginia | 22151 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: (800) 611-8488 | ||
Not Applicable
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On July 28, 2010, USA Mobility, Inc. (the “Company”) announced operating results for the second
quarter of 2010. 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 this Item 2.02
by reference. The information in this Item 2.02 of this Form 8-K and the Exhibit 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 7.01 Regulation FD Disclosure.
On July 29, 2010, USA Mobility, Inc. conducted a conference call for investors to discuss its
financial results for the second quarter ended June 30, 2010. A replay of the call is
available
from 2:30 p.m. ET on July 29 until 11:59 p.m. on Thursday, August 12. The replay number
is 888-203-1112 (toll-free) or 719-457-0820 (toll). The pass code for the replay is 4546380.
The full text of the conference call is attached as Exhibit 99.2 to this Current Report on
Form 8-K and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of this Form 8-K and the Exhibit attached hereto shall not be
deemed “filed” for purposes of Section 18 of 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 8.01 Other Events.
On July 28, 2010, the Company’s Board of Directors declared a regular quarterly cash distribution
of $0.25 per share of common stock. The cash distribution will be paid on September 10, 2010 to
stockholders of record on August 19, 2010. Of the $0.25 cash distribution, the Company expects
$0.23 will be a return of capital and $0.02 will be a dividend distribution. The full text of the
press release issued in connection with the declaration is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated into this Item 8.01 by reference.
The information in this Item 8.01 of this Form 8-K and the Exhibit attached hereto shall not be
deemed “filed” for purposes of Section 18 of 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.
(a) Financial statements of business acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
Exhibit 99.1
Description of Exhibit — USA Mobility, Inc. Press Release dated July 28, 2010 (furnished pursuant
to Items 2.02 and 8.01; not “filed” for purposes of Section 18 of the Exchange Act)
Exhibit 99.2
Description of Exhibit — USA Mobility, Inc. Operating Results for the Second Quarter Ended June
30, 2010 Earnings Call Transcript (furnished pursuant to Item 7.01; 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. |
||||
| August 2, 2010 | By: | /s/ Thomas L. Schilling | ||
| Name: | Thomas L. Schilling | |||
| Title: | Chief Operating Officer and Chief
Financial Officer |
|||
Exhibit Index
| Exhibit No. | Description | |
99.1
|
USA Mobility, Inc. Press Release dated July 28, 2010 | |
99.2
|
USA Mobility, Inc. Operating Results for the Second Quarter Ended June 30, 2010 Earnings Call Transcript |