o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) | |
þ | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to §240.14a-12 |
o | Fee computed on table below per Exchange ActRules 14a-6(i)(4) and0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
• | delivering written notice of revocation to the Company, Attention: Scott B. Tollefsen, General Counsel and Secretary; | |
• | delivering a duly executed proxy bearing a later date to the Company; or | |
• | attending the Annual Meeting and voting in person. |
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• | the appointment, compensation, retention and oversight of our independent registered public accounting firm; | |
• | reviewing with the independent registered public accounting firm the plans and results of the audit engagement; | |
• | approving professional services provided by the independent registered public accounting firm; | |
• | reviewing our critical accounting policies, our Annual and Quarterly reports onForms 10-K and10-Q, and our earnings releases; | |
• | reviewing the independence of the independent registered public accounting firm; and | |
• | reviewing the adequacy of our internal accounting controls and overseeing our ethics program. |
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Nicholas A. Gallopo
Matthew Oristano
Royce Yudkoff
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Long-Term Compensation | ||||||||||||||||||||||||||||||||
Annual Compensation | Awards | Payouts | ||||||||||||||||||||||||||||||
Other | Restricted | Securities | ||||||||||||||||||||||||||||||
For the Year | Annual | Stock | Underlying | |||||||||||||||||||||||||||||
Ended | Salary | Bonus | Compensation | Awards | Options | LTIP | All Other | |||||||||||||||||||||||||
Name and Principal Position | December 31, | ($) (a) | ($) (a)(b) | ($) | ($) (c) | (#) | Payouts ($) | Compensation(d) ($) | ||||||||||||||||||||||||
Vincent D. Kelly | 2005 | 600,000 | 1,020,000 | (q) | — | 600,000 | (e) | — | — | 4,892 | ||||||||||||||||||||||
President and Chief | 2004 | 558,192 | 530,000 | — | — | — | — | 1,002,229 | (f) | Executive Officer | 2003 | 511,502 | 1,590,000 | — | — | 60,000 | (g) | — | 4,308 | |||||||||||||
Thomas L. Schilling(h) | 2005 | 288,462 | 225,000 | (q) | 50,000 | (p) | 225,000 | (i) | 2,077 | |||||||||||||||||||||||
Chief Financial Officer | 2004 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
2003 | — | — | — | — | — | — | — | Peter C. Barnett | 2005 | 248,539 | 187,500 | (q) | — | 187,500 | (j) | — | — | 7,546 | ||||||||||||||
Chief Operating Officer | 2004 | 218,676 | 149,625 | — | 44,814 | (k) | — | — | 6,812 | 2003 | 210,017 | 562,500 | — | 12,564 | (k) | — | — | 6,477 | ||||||||||||||
Scott B. Tollefsen(l) | 2005 | 143,269 | 92,969 | (q) | 25,000 | (p) | 109,400 | (m) | — | — | — | |||||||||||||||||||||
General Counsel | 2004 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
2003 | — | — | — | — | — | — | — | James H. Boso | 2005 | 170,000 | 72,250 | (q) | — | 85,000 | (n) | — | — | 8,301 | ||||||||||||||
Executive Vice | 2004 | 176,538 | 20,000 | — | — | — | — | 8,678 | President of Sales | 2003 | 170,000 | 70,700 | — | — | — | — | 9,675 | |||||||||||||||
Mark Garzone(o) | 2005 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Executive Vice | 2004 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
President of Marketing | 2003 | — | — | — | — | — | — | — |
(a) | Unless otherwise indicated, represents amounts paid by the Company in 2005 or by Arch or Metrocall, as applicable, to each of the Named Executive Officers in the year specified. | |
(b) | Includes bonuses earned in the year indicated, whether paid in the year indicated or the following year. | |
(c) | 2005 amounts represent restricted stock granted on June 7, 2005 under the USA Mobility, Inc. Equity Incentive Plan. Amount of award based on the number of shares awarded multiplied by the closing stock price on the date of award ($26.78). | |
(d) | Includes allocation of employer contribution under the USA Mobility, Arch or Metrocall Savings and Retirement Plans, travel and phone allowances and other costs. | |
(e) | As of December 31, 2005, Mr. Kelly held 22,405 shares of restricted stock. On November 2, 2005, the Board of Directors amended the vesting schedule for the restricted stock. The vesting date for the initial two-thirds of the restricted shares is January 1, 2007, and the remainder will vest ratably over the course of the next year. At December 31, 2005 the aggregate market value of these shares was approximately $621,000. |
(f) | Includes $1,000,000 bonus paid to Mr. Kelly by the Company as a result of the completion of the merger between Arch and Metrocall. | |
(g) | Represents options granted for the purchase of Metrocall common stock in fiscal year 2003. Holders of unexercised options to purchase Metrocall common stock received options to purchase 1.876 shares of USA Mobility, Inc. common stock at an exercise price equal to the exercise price per share of Metrocall common stock divided by 1.876. | |
(h) | Mr. Schilling joined the Company in January 2005 and, accordingly, no compensation information has been provided for 2004 and 2003, as it is not applicable. | |
(i) | As of December 31, 2005, Mr. Schilling held 8,402 shares of restricted stock. On November 2, 2005, the Board of Directors amended the vesting schedule for the restricted stock. The vesting date for the initial two-thirds of |
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the restricted shares is January 1, 2007, and the remainder will vest ratably over the course of the next year. At December 31, 2005 the aggregate market value of these shares was approximately $233,000. | ||
(j) | As of December 31, 2005, Mr. Barnett held 7,020 shares of restricted stock. On November 2, 2005, the Board of Directors amended the vesting schedule for the restricted stock. The vesting date for the initial two-thirds of the restricted shares is January 1, 2007, and the remainder will vest ratably over the course of the next year. At December 31, 2005 the aggregate market value of these shares was approximately $195,000. | |
(k) | Represents restricted stock awards granted in the respective year. Amount of award based on the number of shares awarded multiplied by the Arch closing stock price on the date of award. Shares of Arch common stock were exchanged one for one for shares of common stock of USA Mobility, Inc. on November 16, 2004. As of December 31, 2005, these awards were fully vested. | |
(l) | Mr. Tollefsen joined the Company in May 2005 and, accordingly, no compensation information has been provided for 2004 and 2003, as it is not applicable. | |
(m) | As of December 31, 2005, Mr. Tollefsen held 4,095 shares of restricted stock. On November 2, 2005, the Board of Directors amended the vesting schedule for the restricted stock. The vesting date for the initial two-thirds of the restricted shares is January 1, 2007, and the remainder will vest ratably over the course of the next year. At December 31, 2005 the aggregate market value of these shares was approximately $113,500. | |
(n) | As of December 31, 2005, Mr. Boso held 3,174 shares of restricted stock. On November 2, 2005, the Board of Directors amended the vesting schedule for the restricted stock. The vesting date for the initial two-thirds of the restricted shares is January 1, 2007, and the remainder will vest ratably over the course of the next year. At December 31, 2005 the aggregate market value of these shares was approximately $88,000. | |
(o) | Mr. Garzone joined the Company in January 2006 and, accordingly, no compensation information has been provided as it is not applicable. | |
(p) | Signing bonus. | |
(q) | Bonuses for 2005 were paid in June 2006 after filing of the Annual Report onForm 10-K for the year ended December 31, 2005. |
• | “Exercise” means an employee’s acquisition of shares of Common Stock, “exercisable” means options to purchase shares of Common Stock which have already vested and which are subject to exercise, and “unexercisable” means all other options to purchase shares of Common Stock which have not vested. | |
• | The values for“in-the-money” options are calculated by determining the difference between the fair market value of the securities underlying the options as of December 31, 2005 ($27.72 per share) and the exercise price of the Named Executive Officer’s options. |
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Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying | In-the-Money | |||||||||||||||||||||||
Shares | Unexercised Options at | Options at Fiscal | ||||||||||||||||||||||
Acquired on | Value | Fiscal Year-End (#) | Year-End ($) | |||||||||||||||||||||
Name | Exercise (#) | Realized ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Vincent D. Kelly | 56,280 | 1,480,595 | — | — | — | — | ||||||||||||||||||
Thomas L. Schilling | — | — | — | — | — | — | ||||||||||||||||||
Peter C. Barnett | — | — | — | — | — | — | ||||||||||||||||||
Scott B. Tollefsen | — | — | — | — | — | — | ||||||||||||||||||
James H. Boso | 14,070 | 341,525 | — | — | — | — | ||||||||||||||||||
Mark Garzone | — | — | — | — | — | — |
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Number of Shares | Number of Securities | |||||||||||
to be Issued upon | Weighted-Average | Remaining Available | ||||||||||
Exercise of | Exercise Price of | for Future Issuance | ||||||||||
Outstanding | Outstanding | under Equity | ||||||||||
Options, | Options, | Compensation Plans | ||||||||||
Warrants and | Warrants and | (Excluding | ||||||||||
Plan Category | Rights (a) | Rights | Column (a)) | |||||||||
Equity Compensation Plans Approved by Shareholders | ||||||||||||
USA Mobility, Inc. Equity Incentive Plan(1) | — | — | 1,790,874 | |||||||||
Arch Wireless, Inc. 2002 Stock Incentive Plan | 1,981 | $ | 0.001 | — | ||||||||
Metrocall Holdings, Inc. 2003 Stock Option Plan | — | $ | 0.302 | — | ||||||||
Equity Compensation Plans Not Approved by Shareholders | ||||||||||||
None | — | — | — | |||||||||
Total | 1,981 | 1,790,874 | ||||||||||
(1) | The USA Mobility, Inc. Equity Incentive Plan provides that Common Stock authorized for issuance under the plan may be issued in the form of options and restricted stock. |
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• | an amount equal to the product of (a) the greater of (x) two or (y) the number of years (and fraction thereof) remaining in the term of the agreement times (b) the full base salary then in effect; | |
• | an amount equal to the annual bonus paid or payable to Mr. Kelly with respect to the annual period prior to the year in which the termination of employment occurs; | |
• | full vesting of any equity compensation and the lapse of all restrictions with respect to any restricted stock granted to Mr. Kelly; | |
• | reimbursement of the cost of continuation coverage of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 for the duration of the applicable period to the extent Mr. Kelly elects such continuation coverage and is eligible and subject to the terms of the plan and the law. | |
• | If any payment or the value of any benefit received or to be received (“Payments”) by Mr. Kelly in connection with his termination of employment or contingent upon a Change of Control (as defined in the employment agreement) of the Company would be subject to any Excise Tax (as defined in the employment agreement), the Company shall pay to Mr. Kelly an additional amount such that the net amount Mr. Kelly retains, after deduction of the Excise Tax on such Payments, shall be equal to the total present value of such Payments at the time such Payments are to be made. |
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EXECUTIVE COMPENSATION
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James V. Continenza
David Abrams
Brian O’Reilly
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• | Messrs. Abrams and O’Reilly served as members of the Compensation Committee throughout 2005, Mr. Redmond served as chairman of the Compensation Committee until his resignation from the Board in June 2005, and Mr. Continenza served as chairman of the Compensation Committee for the balance of the year beginning in July 2005; | |
• | None of the members of the compensation committee was an officer (or former officer) or employee of the Company or any of its subsidiaries; | |
• | None of the members of the compensation committee entered into (or agreed to enter into) any transaction or series of transactions with the Company or any of its subsidiaries in which the amount involved exceeds $60,000 except for Mr. Abrams whose relationship with Global Signal, the Company’s largest landlord for transmission tower sites, is described under “Nominees,” and amounts paid by the Company to Global Signal are listed under “Certain Relationships and Related Transactions.” | |
• | None of the Company’s executive officers served on the compensation committee (or another board committee with similar functions) of any entity where one of that entity’s executive officers served on the Company’s compensation committee; | |
• | None of the Company’s executive officers was a director of another entity where one of that entity’s executive officers served on the Company’s compensation committee; and | |
• | None of the Company’s executive officers served on the compensation committee (or another board committee with similar functions) of another entity where one of that entity’s executive officers served as a director on the Company’s Board of Directors. |
OWNERS AND MANAGEMENT
• | each person or group who beneficially owns more than 5% of our capital stock on a fully diluted basis; | |
• | each of the Named Executive Officers; | |
• | each of our directors and nominees to become a director; and | |
• | all of our directors and Named Executive Officers as a group. |
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Shares | ||||||||
Beneficially | Percentage | |||||||
Name of Beneficial Owner | Owned | Owned | ||||||
Royce Yudkoff(a) | 1,500 | * | ||||||
Vincent D. Kelly(b) | 42,406 | * | ||||||
Thomas L. Schilling(c) | 8,402 | * | ||||||
Peter C. Barnett(d) | 7,020 | * | ||||||
Scott B. Tollefsen(e) | 4,095 | * | ||||||
James H. Boso(f) | 3,174 | * | ||||||
Mark Garzone | — | — | ||||||
David Abrams(g) | 2,527,396 | 9.2 | % | |||||
James V. Continenza(h) | 1,500 | * | ||||||
Nicholas A. Gallopo(i) | 1,500 | * | ||||||
Brian O’Reilly(j) | 1,500 | * | ||||||
Matthew Oristano(k) | 7,720 | * | ||||||
William E. Redmond, Jr. | 5,700 | * | ||||||
Samme L. Thompson(l) | 3,481 | * | ||||||
All directors and Named Executive Officers as a group (14 persons) | 2,615,394 | 9.6 | % | |||||
Abrams Group(g) | 2,524,676 | 9.2 | % |
* | Denotes less than 1%. | |
(a) | The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on August 16, 2005. | |
(b) | The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on August 19, 2005. Mr. Kelly was granted 22,405 shares pursuant to the USA Mobility, Inc. Equity Incentive Plan. Subject to Mr. Kelly’s continued employment with the Company, two-thirds of the shares will vest on January 1, 2007 and the remainder will vest ratably over the course of the next year. | |
(c) | The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on July 1, 2005. Mr. Schilling was granted 8,402 shares pursuant to the USA Mobility, Inc. Equity Incentive Plan. Subject to Mr. Schilling’s continued employment with the Company, two-thirds of the shares will vest on January 1, 2007 and the remainder will vest ratably over the course of the next year. | |
(d) | The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on July 1, 2005. Mr. Barnett was granted 7,020 shares pursuant to the USA Mobility, Inc. Equity Incentive Plan. Subject to Mr. Barnett’s continued employment with the Company, two-thirds of the shares will vest on January 1, 2007 and the remainder will vest ratably over the course of the next year. | |
(e) | The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on July 1, 2005. Mr. Tollefsen was granted 4,095 shares pursuant to the USA Mobility, Inc. Equity Incentive Plan. Subject to Mr. Tollefsen’s continued employment with the Company, two-thirds of the shares will vest on January 1, 2007 and the remainder will vest ratably over the course of the next year. | |
(f) | The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on April 21, 2006. Mr. Boso was granted 3,174 shares pursuant to the USA Mobility, Inc. Equity Incentive Plan. Subject to Mr. Boso’s continued employment with the Company, two-thirds of the shares will vest on January 1, 2007 and the remainder will vest ratably over the course of the next year. | |
(g) | The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on April 7, 2006. The shares reported herein include 2,720 shares held directly by Mr. Abrams 2,524,676 shares held by the following entities included in the Abrams Group (i) limited partnerships of which Mr. Abrams is the managing member of the general partner and (ii) a corporation of which Mr. Abrams is the managing member |
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of the investment manager. In such capacities, Mr. Abrams has voting and investment power with respect to all shares being reported herein. | ||
(h) | The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on June 7, 2005. | |
(i) | The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on June 14, 2005. | |
(j) | The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on June 2, 2005. | |
(k) | The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on April 11, 2006. | |
(l) | The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on May 10, 2006. |
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AMONG USA MOBILITY, INC.,
NASDAQ MARKET INDEX AND NASDAQ TELECOMMUNICATIONS
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 2005
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Global Signal, Inc.: | $ | 23,643 | ||
American Tower, Inc./SpectraSite, Inc.: | $ | 10,206 | ||
Fees | ||||||||
Services | 2005 | 2004 | ||||||
Audit Fees(a) | $ | 3,517 | $ | 2,348 | ||||
Audit-Related Fees(b) | 25 | 180 | ||||||
Tax Fees(c) | 160 | 311 | ||||||
Total | $ | 3,702 | $ | 2,839 | ||||
(a) | The audit fees for the year ended December 31, 2004 and 2005 were for professional services rendered during the audits of the Company’s consolidated financial statements and its controls over financial reporting, for |
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reviews of the Company’s consolidated financial statements included in the Company’s quarterly reports onForm 10-Q and for reviews of other filings made by the Company with the Securities and Exchange Commission. | ||
(b) | Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements and which are not reported under “Audit Fees.” These services relate to employee benefit audits, and due diligence and accounting advice related to mergers and acquisitions. | |
(c) | Tax fees consist of fees for tax compliance, tax advice and tax planning services. Tax compliance services, which relate to the preparation of tax returns and claims for refunds, accounted for approximately $78,000 of the total tax fees billed in 2005 and $13,000 of the total tax fees billed in 2004. Tax advice and tax planning services relate to tax planning and advice related to mergers and acquisitions. |
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C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8918
EDISON, NJ 08818-8918
Vote-by-Internet | ||
Log on to the internet and go to http://eproxyvote.com/usmo |
OR
Vote-by-Telephone | ||
Call toll-free | ||
1-877-PRX-VOTE (1-877-779-8683) |
detach here if you are returning your proxy card by mail
x | Please mark | |||
votes as in | ||||
this example. |
This proxy when properly executed will be voted in the manner directed hereon by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the election of directors
The Board of Directors recommends a vote “FOR” proposal 1
1. | Election of Directors. | NOMINEES: | ||||||||
(Mark ONE box only) | FOR | WITHHELD | 01. David Abrams | 06. Matthew Oristano | ||||||
ALL | FROM ALL | 02. James V.Continenza | 07. Samme L.Thompson | |||||||
NOMINEES | NOMINEES | 03. Nicholas A.Gallopo | 08. Royce Yudkoff | |||||||
o | o | 04. Vincent D.Kelly | ||||||||
05. Brian O’Reilly | ||||||||||
o | ||||||||||
For all nominees, except vote withheld from the nominees written above. |
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments thereof.
IF YOU CHOOSE TO VOTE BY MAIL, PLEASE MARK, SIGN AND DATE YOUR CARD AND RETURN YOUR PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
Signature: | Date: | Signature: | Date: |
fold and detach here
FORM OF PROXY
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
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The undersigned hereby appoints Thomas L. Schilling and Vincent D. Kelly (the “Proxy Committee”), and each of them singly, with full power of substitution to act as the lawful agent and proxy for the undersigned and to vote all shares of common stock of USA Mobility, Inc. that the undersigned is entitled to vote and holds of record on June 30, 2006 at the Annual Meeting of Stockholders of USA Mobility, Inc. to be held on Wednesday, August 9, 2006, at 885 Third Avenue (53rd Street and Third Avenue), Suite 1200, New York, New York, 10022, at 10:00 am local time, and at any adjournments thereof, on all matters coming before the Annual Meeting.
You are encouraged to specify your choices by marking the appropriate boxes on the reverse side but you need not mark any boxes if you wish to vote in accordance with the recommendations of the Board of Directors. The Proxy Committee cannot vote your shares unless you sign and return this card. You may revoke this proxy at any time before it is voted by delivering to the Secretary of the Company either a written revocation of the proxy or a duly executed proxy bearing a later date, or by appearing at the Annual Meeting and voting in person.
This proxy when properly executed will be voted in the manner you have directed.If you do not specify any directions, this proxy will be voted for proposal 1 and in accordance with the Proxy Committee’s discretion on such other matters that may properly come before the meeting to the extent permitted by law.