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<P align="center" style="font-size: 10pt">As filed with the Securities and Exchange Commission on November&nbsp;23, 2004



<DIV align="right" style="font-size: 10pt">Registration No.&nbsp;333-
</DIV>


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<DIV align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>
<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="22%" align="center">
</DIV>

<DIV align="center" style="font-size: 18pt"><B>FORM S-8</B></DIV>


<DIV align="center" style="font-size: 12pt"><B>REGISTRATION STATEMENT<BR>
Under<BR>
The Securities Act of 1933</B></DIV>


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="22%" align="center"></DIV>


<DIV align="center" style="font-size: 24pt"><B>USA MOBILITY, INC.</B></DIV>


<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>



<P align="center" style="font-size: 10pt"><B>Delaware</B><BR>
(Jurisdiction of incorporation or organization)



<P align="center" style="font-size: 10pt"><B>16-1694797</B><BR>
(I.R.S. Employer Identification No.)



<P align="center" style="font-size: 10pt"><B>6677 Richmond Highway, Alexandria, Virginia 22306</B><BR>
(Address of principal executive offices)



<P align="center" style="font-size: 10pt"><B>Metrocall Holdings, Inc. 2003 Stock Option Plan<BR>
Arch Wireless, Inc. 2002 Stock Incentive Plan</B><BR>
(Full title of Plan)



<P align="center" style="font-size: 10pt"><B>Vincent D. Kelly<BR>
President and Chief Executive Officer<BR>
USA Mobility, Inc.<BR>
6677 Richmond Highway<BR>
Alexandria, VA 22306<BR>
(703)&nbsp;718-6600</B>



<P align="center" style="font-size: 10pt">(Name, address and telephone number, including area code, of agent for service)



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="22%" align="center">



<DIV align="center" style="font-size: 10pt"><B>Copies to:</B>
</DIV>


<P align="center" style="font-size: 10pt"><B>Jeffrey S. Sabin, Esq.<BR>
Schulte Roth &#038; Zabel LLP<BR>
919 Third Avenue<BR>
New York, NY 10022<BR>
(212)&nbsp;756-2000</B>



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="22%" align="center">



<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of securities to be registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>offering price per share</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>aggregate offering price</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registration fee</B><HR size="1" noshade></TD>
</TR>

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<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock, par value $0.0001, of
USA Mobility, Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">358,710</TD>
    <TD nowrap>(1)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">0.27</TD>
    <TD nowrap>(2)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">95,789</TD>
    <TD nowrap>(2)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">12.14</TD>
    <TD nowrap>(3)</TD>
</TR>

<TR style="font-size: 1px">
    <TD colspan="17" align="left"><HR size="1" noshade>&nbsp;</TD>
</TR>


<TR valign="bottom">
<TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock, par value $0.0001, of
USA Mobility, Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">158,226</TD>
    <TD nowrap>(4)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">36.37</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">5,754,680</TD>
    <TD nowrap>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">729.11</TD>
    <TD nowrap>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="17" align="left"><HR size="1" noshade>&nbsp;</TD>
</TR>


<TR valign="bottom">
<TD><DIV style="margin-left:10px; text-indent:-10px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">516,936</TD>
    <TD nowrap>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD nowrap>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">5,850,469</TD>
    <TD nowrap>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">741.26</TD>
    <TD nowrap>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="17" align="left"><HR size="4" noshade>&nbsp;</TD>
</TR>



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</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;Represents the maximum aggregate number of shares of USA Mobility,
Inc. common stock that may be issued upon exercise of options which have been
granted under the Metrocall Holdings, Inc. 2003 Stock Option Plan and the Arch
Wireless, Inc. 2002 Stock Incentive Plan. Pursuant to Rule&nbsp;416 of the Securities
Act of 1933, as amended, this Registration Statement also covers such number of
additional shares of USA Mobility, Inc. common stock as may become available
for issuance pursuant to such plans in the event of any stock splits, stock
dividends or similar transactions specified in such plans.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, the
proposed maximum offering price per share and the registration fee are based on
the exercise price for the options granted under the Metrocall Holdings, Inc.
2003 Stock Option Plan and Arch Wireless, Inc. 2002 Stock Incentive Plan. The
per share exercise price for options granted under the Metrocall Holdings, Inc.
2003 Stock Option Plan will be $0.302 and the per share exercise price for
options granted under Arch Wireless, Inc. 2002 Stock Incentive Plan will be
$0.001. The per share maximum offering price per share listed in this box
represents the weighted average exercise price.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;This Registration Statement includes a reoffer prospectus. Pursuant
to Rule&nbsp;457(h)(3), no additional fee shall be paid with respect to the
securities to be offered for resale which will be acquired through the exercise of options registered hereunder.

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;Represents shares of USA Mobility, Inc. common stock that are currently held by the selling shareholders listed in this Registration Statement which are being offered for resale pursuant to the reoffer prospectus.

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;The price of $36.37 per share, which was the average of the high and low sale prices of the Registrant&#146;s common stock on the Nasdaq National
on November&nbsp;18, 2004, is set forth solely for the purposes of
calculating the registration fee in accordance with Rule&nbsp;457(h)(3) and 457(c) promulgated under the Securities Act.


<P>
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<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P align="center" style="font-size: 10pt"><B>EXPLANATORY NOTE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March&nbsp;29, 2004, Metrocall Holdings, Inc. and Arch Wireless, Inc. agreed
to merge by entering into a merger agreement that contemplated that after the
merger, Metrocall and Arch will become subsidiaries of a new holding company
named USA Mobility, Inc., also referred to as &#147;USA Mobility,&#148; the &#147;Company,&#148;
the &#147;Registrant,&#148; or &#147;we&#148; or &#147;us.&#148; In the merger, which was consummated on
November&nbsp;16, 2004, Metrocall common stockholders exchanged two million of their
shares for an aggregate of $150&nbsp;million of cash consideration, at $75.00 per
share, and exchanged each of their remaining shares for 1.876 shares of our
common stock. Arch common stockholders exchanged each of their shares for one
share of our common stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Metrocall Holding, Inc. 2003 Stock Option Plan and the Arch Wireless,
Inc. 2002 Stock Incentive Plan were assumed by USA Mobility. Holders of
outstanding options for shares of Metrocall common stock granted under
Metrocall&#146;s 2003 Stock Option Plan received options for 1.876 shares of USA
Mobility common stock per share of Metrocall common stock to which they were
entitled at an exercise price per share of USA Mobility common stock equal to
the exercise price per share of Metrocall common stock divided by 1.876. All
outstanding options for shares of Arch common stock granted under Arch&#146;s 2002
Stock Incentive Plan vested and holders of unexercised options for shares of
Arch common stock received options for an equal number of shares of USA
Mobility common stock at the same exercise price. Holders of outstanding
restricted shares of Arch common stock granted under Arch&#146;s 2002 Stock
Incentive Plan and related restricted stock agreements received an equal number
of shares of USA Mobility common stock, subject to like restrictions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;USA Mobility, Inc. hereby files this Registration Statement on Form S-8
relating to its common stock, par value $.0001 per share, which may be sold
upon the exercise of outstanding options granted under the plans or upon the
lapse of restrictions with respect to the outstanding restricted stock granted
under the Arch Wireless, Inc. 2002 Stock Incentive Plan and related restricted
stock agreements.


<P align="center" style="font-size: 10pt"><B>Part I</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in this Part&nbsp;I will be
sent or given to employees participating in the plans as specified by Rule
428(b)(1) of the Securities Act. Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule&nbsp;424 of
the Securities Act. These documents and the documents incorporated by reference
in this Registration Statement pursuant to Item&nbsp;3 of Part&nbsp;II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>REOFFER PROSPECTUS</B>



<P align="center" style="font-size: 10pt"><IMG src="w69108w6910800.gif" alt="(USA MOBILITY LOGO)">



<P align="center" style="font-size: 10pt"><B>312,452 Shares</B>



<P align="center" style="font-size: 10pt"><B>USA Mobility, Inc.</B>



<P align="center" style="font-size: 10pt"><B>Common Stock</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to the public offering, which is not being
underwritten, of up to 312,452 shares of our common stock on behalf of the
selling shareholders identified in this prospectus to whom we have issued or
may issue shares of common stock, par value $0.0001 per share, as participants
in the Arch Wireless, Inc. 2002 Stock Incentive Plan or Metrocall Holding, Inc.
2003 Stock Option Plan, referred to together as the &#147;plans,&#148; which we have
assumed as a result of the merger of Metrocall Holdings, Inc. and Arch
Wireless, Inc. consummated on November&nbsp;16, 2004.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The prices at which each selling shareholder may sell the shares of common
stock will be determined by the prevailing market price for the shares or in
negotiated transactions. We will not receive any of the proceeds from the sale
of the shares, except to the extent the optionholders pay cash in connection
with the exercise of options.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is listed on the Nasdaq National Market under the symbol
&#147;USMO.&#148; On November&nbsp;19, 2004, the closing price for our common stock was $37.14
per share.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Investing in our common stock involves certain risks. See &#147;Risk Factors&#148;
beginning on page 2.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>The Securities and Exchange Commission and state securities regulators
have not approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.</B>


<P align="center" style="font-size: 10pt">The date of this Prospectus is November&nbsp;23, 2004.




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>Table of Contents</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="92%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
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<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>SUMMARY </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>1</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>COMPANY OVERVIEW </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>1</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>RISK FACTORS </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>2</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Risks Related to our Business and Industry </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>2</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Risks Related to the Merger of Metrocall and Arch </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>4</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Risks Related to this Offering </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>6</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>FORWARD-LOOKING STATEMENTS </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>7</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>USE OF PROCEEDS </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>7</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>DETERMINATION OF OFFERING PRICE </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>8</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>SELLING SHAREHOLDERS </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>8</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>PLAN OF DISTRIBUTION </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>10</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>DESCRIPTION OF OUR CAPITAL STOCK </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>11</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>WHERE YOU CAN FIND MORE INFORMATION </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>14</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>LEGAL MATTERS </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>15</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>EXPERTS </B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>15</B></TD>
    <TD>&nbsp;</TD>
</TR>

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</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. This prospectus
is not an offer to sell nor is it seeking an offer to buy the shares in any
jurisdiction where the offer or sale is not permitted. You should not assume
that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of the document. The
information contained in this prospectus is correct only as of the date of this
prospectus, regardless of the time of the delivery of this prospectus or any
sale of the shares.


<P align="center" style="font-size: 10pt"><B>SUMMARY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus has been prepared pursuant to General Instruction C of
Form S-8, in accordance with the requirements of Part&nbsp;I of Form S-3 under the
Securities Act of 1933, as amended, solely with regard to the resale of our
shares by the selling shareholders.


<P align="center" style="font-size: 10pt"><B>COMPANY OVERVIEW</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of the recent merger of Metrocall Holdings, Inc. and Arch
Wireless, Inc. consummated on November&nbsp;16, 2004, Metrocall and Arch each became
a wholly owned subsidiary of USA Mobility. Our principal executive offices are
located at 6677 Richmond Highway, Alexandria, Virginia, 22306. Our telephone
number is (703)&nbsp;718-6600.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are a leading mobile information company providing wireless messaging
and other wireless products and services to business and individual
subscribers. We offer a full range of wireless messaging products and services,
including one and two-way messaging services and mobile data solutions, in all
50 states, the District of Columbia, Puerto Rico, Canada, Mexico and the
Caribbean. In addition to our reliable one-way network, our two-way networks
have the largest high-powered terrestrial ReFLEX&#153; footprints in the United
States. Our one and two-way networks provide coverage in Canada, Mexico and the
Caribbean, and coverage through roaming partners in Central and South America.
We are the preferred ReFLEX&#153; wireless data network provider for many of the
largest telecommunication companies in the United States that source virtual
network services from us and resell under their own brand names. In addition to
one and two-way messaging, we offer wireless e-mail solutions, as well as
mobile voice and data services through AT&#038;T Wireless, Cingular and Nextel. We
also offer Integrated Resource Management Systems with wireless connectivity
solutions for medical, business, government and other campus environments. We
promote our services through a nationwide sales force and through resellers
domestically and internationally. For additional information on us, please
refer to the information described in &#147;Where You Can Find More Information&#148;
beginning on page 14 of this reoffer prospectus, including our filings and the
filings of Metrocall and Arch with the Securities and Exchange Commission that
are incorporated by reference into this reoffer prospectus.


<P align="center" style="font-size: 10pt">1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>RISK FACTORS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to the other information contained in or incorporated herein
by reference, you should carefully consider the risks described below before
making an investment decision. The risks described in this section are the ones
we consider to be material to your decision whether to invest in our common
stock. If any of the following risks occur, our business, financial condition,
prospects or results of operations could be materially harmed. Accordingly, we
have separated the risk factors into three sections, grouped as follows:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

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    <TD width="3%" nowrap align="right">&#149;</TD>
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    <TD>Risks Related to the Merger of Metrocall and Arch; and</TD>
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<P align="center" style="font-size: 10pt"><B>Risks Related to Our Business and Industry</B>



<P align="left" style="font-size: 10pt"><B>Continued decline in our number of one and two-way messaging units in service
will result in decreased revenues that may not be offset by corresponding
reductions in our operating expenses.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Between 1999 and 2003, industry publications reported a decrease in the
number of one-way messaging units in service from over 40&nbsp;million in 1999 to
approximately 12&nbsp;million in 2003. In 2002, Metrocall and Arch together
experienced declines in one-way messaging of approximately 4.6&nbsp;million units or
34.3%. Metrocall and Arch together experienced further declines in one-way
messaging of approximately 1.6&nbsp;million units or 17.6% in 2003. In 2002,
Metrocall and Arch together experienced declines in two-way messaging of
approximately 8,300 units or 1.5%. In 2003, Metrocall and Arch together
experienced further declines in two-way messaging of approximately 91,300 units
or 16.4%, excluding units Metrocall acquired from WebLink in 2003. In the nine
months ended September&nbsp;30, 2004, Metrocall and Arch experienced declines in one
and two-way messaging units in service of approximately 1.2&nbsp;million units or
17.2% and 0.1&nbsp;million units or 11.7%, respectively, from December&nbsp;31, 2003.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of the decline in the number of units in service, Metrocall
and Arch together experienced a reduction in annual revenues from approximately
$1.3&nbsp;billion in 1999 to approximately $934&nbsp;million in 2003, a decline of 25.4%
over that period. In the nine months ended September&nbsp;30, 2004, Metrocall,
excluding revenues associated with the assets acquired from WebLink in 2003,
and Arch together experienced declines in revenues of approximately $151.8
million or 21.3% when compared with their collective revenues of approximately
$712.2&nbsp;million for the nine months ended September&nbsp;30, 2003.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may experience similar or greater rates of decline in the number of one
and two-way messaging units in service. Further, marketing and other expenses
associated with adding subscriptions in our efforts to replace lost subscribers
are high and would adversely affect our cash flow in the short term if these
replacement efforts are successful and our business and operations in the
longer term if they are not successful.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to continue to generate net cash from operating activities, given
the anticipated decreases in revenues described above, reductions in operating
expenses have been, and will continue to be, necessary. Because there are
recurring fixed costs necessary to operate one and two-way messaging networks,
in the event there is only one such network in a particular market, subscriber
cancellations would not be fully offset by expense reductions and, in such
case, would adversely impact our cash flows. Furthermore, our efforts to
consolidate the number of transmitter locations could lead to further unit
cancellations because some subscribers may experience a reduction in, or
possible disruptions of, service.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will be dependent on positive cash flows from operating activities as
our principal source of liquidity. If the anticipated reductions in operating
expenses are not realized, or if our revenues decline at a more rapid rate than
expected and that decline cannot be offset with additional expense reductions,
cash flows provided by operating activities would be adversely affected. If we
are not able to achieve anticipated levels of cash flows from operating
activities, we may be required to reduce desired capital expenditures, which
could lead to reductions in, or possible disruptions of, service and result in
higher losses of units in service.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The decreased demand for one and two-way messaging services could result
in adverse fluctuations in revenues and operating expenses. These fluctuations,
if material, could have a significant impact on our cash flows and operating
results, which could impair


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<P align="left" style="font-size: 10pt">the value of our common stock.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Finally, the downward trend in the messaging business of Metrocall and
Arch may make it difficult for us to retain and attract qualified employees and
management, which could have a material adverse effect on our future operating
results, financial position and cash flows.


<P align="left" style="font-size: 10pt"><B>Our wireless service competitors have competitive service offerings and
advantages in financial resources and brand recognition, which have reduced our
market share and revenues and increased our expenses. If such competitors were
to target our subscribers, such reduction in our market share and revenues and
increase in our expenses could be exacerbated by significantly reducing the
pricing of our competitive offerings.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We face intense competition for subscribers not only from other providers
of one and two-way messaging services such as Skytel, Inc. and Verizon Wireless
Messaging LLC, but also from larger mobile telephone carriers such as Cingular
Wireless, Nextel, Sprint PCS, T-Mobile, Verizon Wireless and others who have or
are developing messaging services that perform comparable functions to services
that are offered by us. Our subscribers comprise less than 5% of the
subscribers of messaging services similar or superior to that offered by us and
services performing comparable functions to those messaging services. For
example, cellular carriers and traditional telephone companies have developed
and commenced the installation of micro-cells and wireless networks in
hospitals, resulting in a decrease in the number of our units in service in
that market segment. In addition, providers of e-mail and wireless data
services available through personal digital assistants (PDAs), such as Motient
Corporation, have also developed two-way messaging devices that compete with
messaging services offered by us.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Many of our competitors have longer operating histories and better brand
recognition than USA Mobility, Metrocall or Arch. Several of these competitors
are large, diversified telecommunications companies that serve several markets
and possess financial, technical and other resources significantly greater than
us. Further advances in technology financed in part by these competitors could
lower the prices of their services or products to levels at which our pricing
for our services and products would cease to be attractive. These competitors
may use their competitive advantages to target our subscribers which could
result in our loss of existing or future subscribers, loss of revenues and
increased expenses to stay competitive. Our loss of revenues and increased
expenses would materially adversely affect the value of our common stock.


<P align="left" style="font-size: 10pt"><B>Changes in the regulations that govern our business might increase competition
or make it more difficult or costly to operate our business or comply with such
changes.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The FCC has broad authority to promulgate and enforce regulations that
could adversely affect our business. For example, periodic FCC auctions of new
wireless licenses, or future FCC regulations which may make new spectrum
available for wireless services, may increase competition by allowing more
providers to enter the wireless market at relatively modest costs. In January
2004, the FCC also established new spectrum lease rules, which will provide
companies greater flexibility to lease airtime from FCC licensee holders and
increase the level of competition to which we are subject. Other initiatives
currently being considered, such as rules for &#147;smart&#148; radio receivers or new
means of calculating acceptable levels of interference, if adopted, could
increase unlicensed wireless operations and competition in the market.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although Congress has generally pre-empted the rights of states to
regulate market entry and the rates charged by commercial mobile radio service,
or &#147;CMRS,&#148; providers like us, states retain the ability to regulate &#147;other
terms and conditions&#148; of CMRS services. Therefore, we remain subject to state
consumer protection, &#147;health and safety&#148; and similar laws, as well as local
zoning ordinances affecting our tower sites. Additionally, state public utility
commissions have the authority to approve our interconnection agreements with
local telephone carriers.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These changes and any other changes to the laws, rules and regulations to
which we are subject may result in further competition in the already highly
competitive wireless telecommunications industry and make it more difficult or
costly to operate our business.


<P align="left" style="font-size: 10pt"><B>If we are unable to retain key management personnel, we might not be able to
find suitable replacements on a timely basis or at all and our business could
be disrupted.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our success depends heavily on the skills, experience and judgment of our
Chief Executive Officer, Vincent D. Kelly. We do not presently carry &#147;key man&#148;
life insurance on Mr.&nbsp;Kelly. If we were to lose the services of Mr.&nbsp;Kelly and
were unable to find a suitable replacement for him on a timely basis or at all,
it may result in the loss of industry knowledge, experience and contacts
critical to our


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<P align="left" style="font-size: 10pt">business, and result in the disruption of our operations. Ultimately, the
loss of Mr.&nbsp;Kelly could materially adversely affect our ability to successfully
operate our business and integrate the operations of Metrocall and Arch, which
could have a material adverse effect on our business and results of operations.



<P align="center" style="font-size: 10pt"><B>Risks Related to the Merger of Metrocall and Arch</B>



<P align="left" style="font-size: 10pt"><B>We may fail to successfully integrate the operations of Metrocall and Arch. As
a result, we may not achieve the anticipated benefits of the merger.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We face significant challenges in consolidating operations, integrating
the two organizations and services in a timely and efficient manner and
retaining key Metrocall and Arch executives and other personnel. Some of the
key issues are managing the combined company&#146;s networks, maintaining adequate
focus on existing business and operations while working to integrate the two
companies, managing the marketing and sales efforts of the combined companies,
integrating Metrocall&#146;s existing billing system into the Arch billing system
and integrating other key redundant systems for the combined operations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The integration of Metrocall and Arch will require substantial attention
from our management, particularly in light of the geographically dispersed
operations and different business cultures and compensation structures at the
two companies. The diversion of our management&#146;s attention and any difficulties
associated with integrating Metrocall and Arch operations could have a material
adverse effect on our revenues, level of expenses and results of operations.
Ultimately, the value of our common stock might be materially adversely
affected.


<P align="left" style="font-size: 10pt"><B>Because the estimates of cost savings on and after completion of the merger are
inherently uncertain, these cost savings may not be realized, which could
materially adversely affect our cash flows, operations and stock value.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The anticipated cost savings resulting from the combination of the
businesses of Metrocall and Arch are based on a number of assumptions,
including that we will be able to implement necessary cost saving programs such
as headcount reductions, consolidation of geographically dispersed operations
and elimination of duplicative administrative systems and programs within a
projected period. In addition, the cost savings estimates assume that we will
be able to realize merger efficiencies such as leverage in procuring messaging
devices and other goods and services resulting from the increased size of the
combined company. Failure to successfully implement cost saving programs or
otherwise realize merger efficiencies could materially adversely affect our
cash flows, our results of operations and, ultimately, the value of our common
stock.


<P align="left" style="font-size: 10pt"><B>We have incurred and expect to incur in the future significant direct costs,
severance expenses and costs of integrating the operations of Metrocall and
Arch associated with the merger, which could have a material adverse effect on
our cash flows.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have incurred and expect to incur in the future significant direct
costs associated with the merger which are currently estimated to be
approximately $27&nbsp;million. Additionally, costs such as legal and accounting
fees and expenses of Metrocall and Arch, some of the fees and expenses of
financial advisors of Metrocall and Arch and regulatory filing fees, not
included in the estimate of $27&nbsp;million, have already been paid. In connection
with the closing of the merger and following the closing, we have incurred and
will incur significant severance expenses in connection with the termination of
the employment of certain officers and employees of Metrocall and Arch.
Further, there may be significant ongoing costs to us associated with
integrating the operations of Metrocall and Arch. We will likely incur such
costs as additional material expenses in the fourth quarter of 2004 and in
subsequent quarters, which could have a material adverse effect on our cash
flows and results of operations.


<P align="left" style="font-size: 10pt"><B>Changes in ownership of our stock could prevent us from using our consolidated
tax assets to offset future taxable income, which would materially reduce our
expected after-tax net income and cash flow from operations.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain existing tax assets of Metrocall and Arch, consisting principally
of tax basis in depreciable and amortizable assets, should be available to
offset our future taxable income, thereby resulting in higher after-tax cash
flow for us. These tax assets were reflected as net deferred tax assets in the
aggregate amount of $219.6&nbsp;million in Arch&#146;s audited consolidated financial
statements for the fiscal year ended December&nbsp;31, 2003, and $213.6&nbsp;million in
its unaudited consolidated financial statements for the fiscal quarter ended
September&nbsp;30, 2004, which are incorporated herein by reference to Arch&#146;s Annual
Report on Form 10-K, for the fiscal year ended December&nbsp;31, 2003, filed March
1, 2004, and Amendment No.&nbsp;1 on Form 10-K/A, filed April&nbsp;29, 2004, and Arch&#146;s
Quarterly Report on Form 10-Q for the fiscal quarter ended September&nbsp;30, 2004,
filed October&nbsp;28, 2004, respectively. For further information regarding Arch&#146;s
net deferred tax assets, please refer to note 7, Income Taxes, in the notes to
Arch&#146;s audited consolidated financial statements for


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<P align="left" style="font-size: 10pt">the fiscal year ended December&nbsp;31, 2003.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If we, as successor to Arch, were to undergo an &#147;ownership change&#148; as
defined in Section&nbsp;382 of the Internal Revenue Code of 1986, as amended, also
referred to as the &#147;Internal Revenue Code,&#148; or simply the &#147;Code,&#148; our use of
these tax assets would be significantly restricted, which would reduce our
after-tax net income and cash flow and, consequently, restrain our ability to
fund our operations, pay down the indebtedness we incurred in connection with
the merger, and pay dividends to our stockholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Generally, such an ownership change would occur if the percentage of our
stock owned by any combination of our &#147;5% shareholders,&#148; as defined in Section
382 of the Code, increased by an amount equal to 50% or more of the outstanding
shares of Arch stock since Arch emerged from bankruptcy on May&nbsp;29, 2002. As of
the time of the merger, the cumulative percentage change was approximately
42.7%. Subsequent trading of our stock by our 5% shareholders will be counted
in determining whether we, as successor to Arch, have undergone an ownership
change in the future. Furthermore, beginning on May&nbsp;29, 2005, the cumulative
ownership change will be measured over the trailing three-year period.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These determinations are dependent on provisions of the tax law that are
subject to varying legal and factual interpretations and on facts that are not
precisely determinable at this time. In particular, the cumulative change in
ownership may increase by reason of transactions in our common stock after the
merger, which would increase the risk that the use of our tax assets would be
limited.


<P align="left" style="font-size: 10pt"><B>We will not realize the full value of our substantial deferred tax assets
unless we generate at least $531&nbsp;million in taxable income and are entitled to
use these tax assets. In the future, we may be required to record a valuation
allowance against our deferred tax assets.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will need to generate at least $531&nbsp;million in cumulative future
taxable income to fully realize the deferred tax assets that are recorded on
Arch&#146;s books. Under current accounting rules, we will be required from time to
time to consider all available positive and negative factors to determine
whether it is more likely than not that some portion or all of those deferred
tax assets will be realized in future periods, including estimated future
taxable income and any restrictions on the use of the tax attributes that give
rise to such tax assets. We expect to review our estimates and forecasts in
relation to actual results and expected trends on an ongoing basis. Any failure
to achieve, or changes in, those estimates and forecasts could result in the
need to record a valuation allowance against some or all of the deferred tax
assets. Any valuation allowance would adversely affect our results of
operations and could have a material adverse effect on the value of our common
stock.


<P align="left" style="font-size: 10pt"><B>If holders of Metrocall common shares properly demanding appraisal of their
shares prior to the time of the Metrocall stockholders meeting perfect their
appraisal rights, we may be required to pay cash for such shares which could
adversely affect our cash flows and operations.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior to the time of the Metrocall stockholders meeting to vote on the
merger with Arch, holders of approximately 8.04% of the fully-diluted shares of
Metrocall common stock purportedly demanded appraisal of their shares. If the
demands of these holders are valid and properly perfected under Delaware law
and not timely withdrawn, they would be entitled to be paid in cash for the
&#147;fair value&#148; of their shares, as determined by a court proceeding in the
Delaware Chancery Court. The &#147;fair value&#148; attributed to Metrocall common stock
in such a proceeding could be more than the value of the consideration offered
in exchange for Metrocall common stock in the merger. Metrocall, as our
subsidiary, would be obligated to pay the entire appraised value for such
shares in cash. We may not have sufficient available funds and may need to
obtain additional financing to pay such amounts, which financing may not be
available on commercially reasonable terms or at all. The payment of such
amounts in cash and any requirement for us to obtain additional financing could
materially adversely affect our cash flows and results of operations and the
value of our common stock.


<P align="left" style="font-size: 10pt"><B>The completion of the merger may accelerate payment obligations under Arch&#146;s
long-term incentive plan or give rise to claims for damages under agreements
related to restricted stock of Arch previously issued to certain former senior
Arch executives, which may adversely affect our cash flows and results of
operations and the value of our common stock.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under documents governing Arch&#146;s long-term incentive plan, a &#147;change in
control&#148; of Arch would accelerate payment obligations to certain Arch employees
participating in such plan. If the merger were to constitute a &#147;change in
control,&#148; the total payment obligations triggered under the terms of documents
governing such plan would be approximately $13.6&nbsp;million in the aggregate as of
the completion of the merger on November&nbsp;16, 2004, based on an average closing
price of $31.70 for Arch common stock over the preceding ten trading days. The
total amount of these payment obligations of Arch would, if the merger were to
be determined to constitute a &#147;change in control,&#148; be payable in full within
thirty days after such determination.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the documents purportedly governing Arch&#146;s obligations with respect
to the 184,230 shares of restricted stock of Arch issued to the three most
senior executives of Arch, whose employment was terminated prior to the merger,
a &#147;change in control&#148; resulting from the merger might give rise to claims for
damages notwithstanding Arch&#146;s repurchase of all restricted stock issued to
those three executives prior to consummation of the merger.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No payment under the long-term incentive plan or in respect of claims for
damages on account of the 184,230 shares of restricted stock of Arch previously
issued to those former Arch executives has been made, other than the nominal
repurchase price paid to repurchase the shares, and we do not believe that any
&#147;change in control&#148; of Arch occurred as a result of the merger with Metrocall.
However, the three former Arch officers filed an arbitration claim against Arch
and certain of its subsidiaries asserting that the merger constitutes a &#147;change
in control.&#148; The arbitration claim filed by the three former senior executives
of Arch also seeks damages relating to the 184,230 shares of Arch restricted
stock previously issued to them that were repurchased by Arch prior to the
merger at a nominal cost. If the claims made by the three former executive
officers of Arch are successful or any other Arch employees make similar claims
under the long-term incentive plan and are successful, Arch, as our subsidiary,
would be required to make additional payments under Arch&#146;s long-term incentive
plan and/or the restricted stock agreements with the three former senior
executive officers of Arch in accordance with any applicable rulings or
settlements. Such additional payments could materially increase the costs and
expenses associated with the merger and may adversely affect our cash flows and
results of operations and the value of our common stock.


<P align="center" style="font-size: 10pt"><B>Risks Related to this Offering</B>



<P align="left" style="font-size: 10pt"><B>There was no trading market for our common stock prior to the consummation of
the merger. If an active trading market does not develop, it may be difficult
for you to sell or buy shares of our common stock and the value of your shares
may be materially adversely affected.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;USA Mobility was formed by Metrocall to effect the merger and serve as the
publicly-traded parent company of Metrocall and Arch following consummation of
the merger. As a consequence, there was no trading market for our common stock
prior to the consummation of the merger. We cannot predict the extent to which
a trading market for our common stock will develop, if at all, or how liquid
any such trading market might become. As a result, it may be difficult for you
to sell or buy shares of our common stock and the value of your shares may be
materially adversely affected.


<P align="left" style="font-size: 10pt"><B>The price of our shares may experience volatility similar to that historically
experienced by Metrocall and Arch and our stock price could decline
substantially due to factors such as adverse changes in general market,
economic or industry conditions, the actions of our competitors and the sale of
common stock covered by this reoffer prospectus.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The market price of Metrocall and Arch common stock, respectively, has
historically experienced significant volatility and although it is difficult to
predict, the market price of our common stock will likely experience similar or
greater volatility than that historically experienced by Metrocall and Arch,
respectively.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Many factors may cause the market price for our common stock to decline
following this offering, including:


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    <TD>periodic variations in the actual and anticipated financial results
of our business or other companies in the wireless messaging industry;</TD>
</TR>

</TABLE>


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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
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    <TD width="1%">&nbsp;</TD>
    <TD>downward revisions in securities analyst&#146;s estimates;</TD>
</TR>

</TABLE>


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    <TD width="1%">&nbsp;</TD>
    <TD>material announcements by us or our competitors; and</TD>
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</TABLE>


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    <TD>adverse changes in general market conditions or economic trends.</TD>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The market price for our common stock could also decline as a result of
sales by our existing stockholders of a large number of shares of our common
stock in the market after this offering or the perception that such sales may
occur. Of the estimated 29,321,552 shares of our common stock that will be
issued and outstanding or reserved for issuance following the completion of
this offering:


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    <TD>312,452 of the shares offered under this reoffer prospectus generally
will be freely tradable in the public market;</TD>
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    <TD>an additional approximately 675,607 shares we believe to be held by
WebLink Wireless I, L.P., one of the former significant stockholders of
Metrocall, may be sold pursuant to a resale prospectus relating to such
shares upon effectiveness of a Registration Statement on Form S-3 that
we may file for the benefit of WebLink Wireless; and</TD>
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</TABLE>


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    <TD>an additional 1,878,976 shares have been reserved for issuance under
a new equity incentive plan that we plan to adopt, which
shares we anticipate will be freely tradable upon vesting and, in the
case of any options for such shares, vesting and exercise of such
options.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The sale of all or any substantial portion of these shares at the same or
substantially at the same time could result in a material decline in the market
value of our common stock which might adversely impact our ability to sell
equity or equity-related securities in the future at a time and price that we
deem appropriate.


<P align="left" style="font-size: 10pt"><B>Transfer restrictions on our common stock could affect liquidity of our common
stock and could interfere with our efforts to raise equity capital or with a
change of control or acquisition transaction that our stockholders may favor.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To help preserve our tax assets, our amended and restated certificate of
incorporation contains substantial restrictions on the transfer of our common
stock by or to 5% shareholders, as defined in Section&nbsp;382 of the Code, or to
persons who would become such 5% shareholders as a result of such transfer.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These transfer restrictions on our common stock may not have the desired
effect of preserving the use of certain of our consolidated tax attributes.
However, the transfer restrictions may restrict our ability to raise equity
capital or discourage, delay or prevent a merger, acquisition transaction or
other change of control transaction that our stockholders may consider
favorable.


<P align="left" style="font-size: 10pt"><B>Our board of directors is authorized to issue preferred stock in one or more
series, which could decrease the amount of earnings and assets available for
distribution to our common stockholders and adversely affect their voting
rights.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our amended and restated certificate of incorporation authorizes our board
of directors to issue from time to time and without stockholder action, one or
more series of preferred stock, and to fix the relative rights and preferences
of such preferred stock. The terms of any preferred stock we may issue such as
dividend rights or the right to appoint one or more directors could reduce the
amount of earnings and assets available for distribution to our common
stockholders or otherwise adversely affect their other rights and powers,
including voting rights. Moreover, any such issuance of preferred stock may
make it more difficult or may discourage another party from acquiring us, even
if such an acquisition would be beneficial to our common stockholders.


<P align="center" style="font-size: 10pt"><B>FORWARD-LOOKING STATEMENTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This reoffer prospectus and the documents incorporated herein by reference
contain forward-looking statements within the meaning of Section&nbsp;27A of the
Securities Act and Section&nbsp;21E of the Securities Exchange Act of 1934, as
amended. Words such as &#147;anticipates,&#148; &#147;expects,&#148; &#147;intends,&#148; &#147;plans,&#148;
&#147;believes,&#148; &#147;seeks,&#148; &#147;estimates,&#148; variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict. Therefore,
actual results could differ materially from those expressed or forecasted in
any such forward-looking statements as a result of certain factors, including
those set forth in &#147;Risk Factors,&#148; as well as those noted in the documents
incorporated herein by reference. In connection with forward-looking statements
that appear in these disclosures, investors should carefully review the factors
set forth in this prospectus under &#147;Risk Factors&#148; and those documents
incorporated herein by reference.


<P align="center" style="font-size: 10pt"><B>USE OF PROCEEDS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sale of the shares
offered by this prospectus. All proceeds from the sale of the shares offered
hereby will be for the account of the selling shareholders, as described below.
See &#147;Selling Shareholders&#148; and &#147;Plan of Distribution.&#148; However, if all of the
issued and outstanding options under the plans are exercised for cash, we would
receive aggregate proceeds of approximately $95,789. To the extent we receive
cash upon any exercise of the options, we currently expect to use that cash for
debt repayment and general corporate purposes.


<P align="center" style="font-size: 10pt">7
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>DETERMINATION OF OFFERING PRICE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholders may sell the shares offered by this reoffer
prospectus from time to time on the Nasdaq National Market, or otherwise, at
prices and terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. See &#147;Selling Shareholders&#148; and
&#147;Plan of Distribution.&#148;


<P align="center" style="font-size: 10pt"><B>SELLING SHAREHOLDERS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholders may sell, from time to time, an aggregate of up
to 312,452 shares issued to them pursuant to options or awards, if any, made to
such persons under the plans. The selling shareholders are as follows:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="90%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="33%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="62%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name of Selling Stockholder</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Position</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Royce Yudkoff
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of our Board of Directors, formerly
Chairman of the Metrocall Board of Directors</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Vincent D. Kelly
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President, Chief Executive Officer and a
member of our Board of Directors, formerly
President, Chief Executive Officer and a
member of the Metrocall Board of Directors</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Nicholas A. Gallopo
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Member of our Board of Directors, formerly a
member of the Metrocall Board of Directors</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Brian O&#146;Reilly
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Member of our Board of Directors, formerly a
member of the Metrocall Board of Directors</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Matthew Oristano
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Member of our Board of Directors, formerly a
member of the Arch Board of Directors</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">William E. Redmond, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Member of our Board of Directors, formerly a
member of the Arch Board of Directors</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Samme L. Thompson
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Member of our Board of Directors, formerly a
member of the Arch Board of Directors</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Stan F. Sech
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Our Chief Operating Officer, formerly Chief
Operating Officer of Metrocall</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">George Z. Moratis
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Our Senior Vice President Finance and
Treasurer, formerly Chief Financial Officer of
Metrocall</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Paul H. Kuzia
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Formerly Arch Executive Vice President of
Regulatory and Technical Affairs.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Eugene I. Davis
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Formerly member of Metrocall Board of Directors</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">David J. Leonard
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Formerly member of Metrocall Board of Directors</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Steven D. Scheiwe
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Formerly member of Metrocall Board of Directors</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">8
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth certain information known to us with
respect to the ownership of our common stock as of November&nbsp;22, 2004 by the
selling shareholders, and as adjusted to reflect the sale of all of the shares
of our common stock offered by the selling shareholders under this prospectus.
The table sets forth information for each selling shareholder as follows:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The name of the selling shareholder;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The number of shares and the percentage of our common stock the
selling shareholder beneficially owned as of November&nbsp;22, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The number of shares of our common stock the selling shareholder may
sell under this prospectus; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Assuming the selling shareholder sells all of the shares of our
common stock that he or she may sell under this prospectus, the number
of shares and the percentage of our common stock the selling shareholder
will beneficially own after completion of the offering.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to Rule&nbsp;416 under the Securities Act, the numbers in the table
below may change if additional shares of common stock become issuable upon
exercises of the options to prevent dilution to the selling shareholders
resulting from stock splits, stock dividends or similar events involving our
common stock. The number of shares beneficially owned by each selling
shareholder is determined under rules promulgated by the SEC, and it is not
necessarily indicative of beneficial ownership for any other purpose. All
information contained in the table below is based upon information provided to
us by the selling shareholders and we have not independently verified this
information.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholders may distribute their shares, from time to time,
to affiliates, who may sell shares pursuant to this prospectus. The selling
shareholders may also transfer shares they own by gift or transfer, and upon
any such transfer the transferee could have the same right of sale as the
selling shareholder making such transfer.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percentage of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned After All</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned After All</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Underlying</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Underlying</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Currently</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Currently</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Exercisable</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Exercisable Options</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Options Are</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Are Resold Under</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Covered By</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Underlying</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Resold Under</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>This Reoffer</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name of Beneficial</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>This Reoffer</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Unexercisable</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>This Reoffer</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prospectus</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Owner</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned (1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prospectus</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Options (2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prospectus</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>(%)</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Royce Yudkoff</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,815</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,815</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(*</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Vincent D. Kelly</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32,428</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">88,708</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">56,280</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(*</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Nicholas A. Gallopo</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,809</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,809</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(*</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Brian O&#146;Reilly</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,809</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,809</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(*</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Matthew Oristano</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">47,290</TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41,666</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,624</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(*</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">William E. Redmond, Jr.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,700</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,700</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(*</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Samme L. Thompson</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41,666</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41,666</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(*</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Stan F. Sech</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28,140</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28,140</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(*</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">George Z. Moratis</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,972</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41,112</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28,140</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(*</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Paul H. Kuzia</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">600</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">600</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">(*</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Eugene I. Davis</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,809</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,809</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(*</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">David J. Leonard</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,809</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,809</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(*</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Steven D. Scheiwe</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,809</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,809</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(*</TD>
    <TD nowrap>)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">9
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(*)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Less than 1%</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Based upon information furnished by the respective selling shareholders.
Under applicable regulations, shares are deemed to be beneficially owned
by a person if he or she directly or indirectly has or shares the power to
vote or dispose of the shares, whether or not he or she has any economic
interest with respect to the shares. Includes options that are
exercisable within the next 60&nbsp;days.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Unexercisable options with respect to the Metrocall Holdings, Inc. 2003
Stock Option Plan shall vest and become exercisable on May&nbsp;5, 2005,
subject to certain conditions.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Includes (i)&nbsp;185 shares owned by the Oristano Foundation, a charitable
trust the trustees of which are members of the Oristano family and (ii)&nbsp;5,439
shares owned by Alda Limited Partnership, the general partner of which is
a corporation controlled by Mr.&nbsp;Oristano. The shares referenced in clauses (i)&nbsp;and (ii)&nbsp;are not included
in the shares offered by this reoffer prospectus.</TD>
</TR>

</TABLE>



<P align="left" style="font-size: 10pt">The address of each person listed in the table is: c/o USA Mobility, Inc.,
6677 Richmond Highway, Alexandria, Virginia 22306.



<P align="center" style="font-size: 10pt"><B>PLAN OF DISTRIBUTION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholders may sell the shares offered by this reoffer
prospectus from time to time on the Nasdaq National Market, or otherwise, at
prices and terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. Sales of the shares offered by
this reoffer prospectus may be effected at the time of, and in connection with,
the selling shareholders&#146; exercise of options, if any, under which we issue
such shares to the selling shareholders. The selling shareholders may employ
brokers or dealers in order to sell the shares offered by this reoffer
prospectus. Brokers or dealers engaged by the selling shareholders may arrange
for other brokers or dealers to participate. To our knowledge, no specific
brokers or dealers have been designated by the selling shareholders nor has any
agreement among the selling shareholders and any specific brokers or dealers
been entered into relating to the sale of the shares offered by this reoffer
prospectus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have paid all expenses relating to the filing of our registration
statement on Form S-8 of which this reoffer prospectus forms a part. The
selling shareholders will bear their own costs incidental to the sale of their
shares offered by this reoffer prospectus and brokers or dealers will receive
commissions or discounts directly from the selling shareholders or from
purchasers in amounts to be negotiated.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with any sale of shares offered by this reoffer prospectus,
the selling shareholders and any brokers or dealers participating in such sales
may be deemed to be &#147;underwriters&#148; within the meaning of the Securities Act.
The selling shareholders may choose not to offer for sale or sell any or all of
the shares that may be offered by this reoffer prospectus.


<P align="center" style="font-size: 10pt">10
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>DESCRIPTION OF OUR CAPITAL STOCK</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This section describes the material terms of our capital stock under our
amended and restated certificate of incorporation and amended and restated
bylaws. This section also summarizes relevant provisions of the Delaware
General Corporation Law, which we refer to as &#147;Delaware law.&#148; The terms of our
amended and restated certificate of incorporation and bylaws, as well as the
terms of Delaware law, are more detailed than the general information provided
below. Therefore, you should carefully consider the actual provisions of our
amended and restated certificate of incorporation and our amended and restated
bylaws, each of which is incorporated by reference into this reoffer
prospectus.


<P align="left" style="font-size: 10pt"><B>Authorized Capital Stock</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Total Shares. </I>We are authorized to issue a total of 100,000,000 shares of capital stock consisting of:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>75,000,000 shares of common stock, par value $0.0001 per share; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>25,000,000 shares of preferred stock, par value $0.0001 per share.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Common Stock. </I>As of November&nbsp;22, 2004, approximately 27,500,000 shares of
our common stock were issued and outstanding or reserved for issuance to
holders of outstanding options. This number includes the 8.04% of the
fully-diluted shares of Metrocall common stock for which appraisal has
purportedly been demanded and which would otherwise be exchanged for USA
Mobility common stock. This number also includes shares of USA Mobility common
stock reserved to satisfy remaining general unsecured claims under
Arch&#146;s plan of reorganization pursuant to chapter&nbsp;11
of the Bankruptcy Code. Our board of directors is expressly authorized to
provide for the classification and reclassification of any unissued shares of
common stock and the issuance thereof in one or more classes or series without
the approval of our stockholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Preferred Stock. </I>There are no shares of our preferred stock currently
outstanding. Our board of directors is expressly authorized to provide for the
classification and reclassification of any unissued shares of preferred stock
and the issuance thereof in one or more classes or series without the approval
of our stockholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Listing. </I>Our common stock is listed on the NASDAQ National Market under
the symbol &#147;USMO.&#148;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Preemptive Rights. </I>The holders of our common stock or preferred stock do
not have preemptive rights to purchase or subscribe for our capital stock or
other securities.


<P align="left" style="font-size: 10pt"><B>Our Common Stock</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Voting Rights. </I>Each outstanding share of our common stock will be
entitled to one vote per share.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Dividends. </I>The holders of record of our common stock will be entitled to
receive dividends, when, as, and if declared by our board of directors, out of
any assets legally available for the payment of dividends thereon.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Liquidation Rights. </I>In the event of our dissolution, liquidation or
winding up, subject to the rights, if any, of the holders of any outstanding
shares of USA Mobility preferred stock, holders of record of our common stock
will be entitled to receive any assets made available for distribution to our
stockholders ratably in proportion to the number of shares held by them.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Regulatory Restrictions. </I>Outstanding shares of our common stock may be
redeemed by action of the board of directors to the extent necessary to prevent
the loss of any governmental license or franchise, the holding of which is
conditioned upon stockholders possessing prescribed qualifications.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Transfer Restrictions. </I>We have certain favorable consolidated tax
attributes that may be available to offset our consolidated taxable income. In
order to reduce the possibility that certain changes in ownership could impose
limitations on the use of these tax attributes, our amended and restated
certificate of incorporation contains provisions which generally restrict
transfers by or to any 5% shareholder of our common stock or any transfer that
would cause a person or group of persons to become a 5% shareholder of our
common stock. For a more full description of these provisions, see
&#147;Restrictions on Transfers of Common Stock; Anti-Takeover Considerations &#151;
Transfer Restrictions,&#148; beginning on page 12. Our stockholders are advised to
carefully monitor their ownership of


<P align="center" style="font-size: 10pt">11
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">our common stock and consult their own legal advisors and/or us to
determine whether their ownership of our common stock approaches the prescribed
level. All certificates representing our common stock offered by this
prospectus will bear a legend indicating that such shares are subject to such
transfer restrictions.



<P align="left" style="font-size: 10pt"><B>Our Preferred Stock</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our board of directors is expressly authorized, subject to limitations
prescribed by the Delaware General Corporation Law and the provisions of our
amended and restated certificate of incorporation, to provide, by resolution
and by filing a certificate of designation pursuant to the Delaware General
Corporation Law, for the issuance from time to time of the shares of preferred
stock in one or more series, to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and other rights of the shares of each such series and to fix the
qualifications, limitations and restrictions thereon, including, but without
limiting the generality of the foregoing, the following:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the number of shares constituting that series and the distinctive
designation of that series;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the
relative rights of priority, if any, of payment of dividends on shares
of that series;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>whether or not that series shall have voting rights, in addition to
the voting rights provided by law, and the terms of such voting rights;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>whether that series shall have conversion privileges, and, if so, the
terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as our board of
directors shall determine;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>whether or not the shares of that series shall be redeemable, and, if
so, the terms and conditions of such redemption, including the dates
upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of
such sinking fund;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the rights of the shares of that series in the event of our voluntary
or involuntary liquidation, dissolution or winding up, and the relative
rights of priority, if any, of payment of shares of that series; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any other relative powers, preferences, and rights of that series,
and qualifications, limitations or restrictions on that series.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B>Transfer Agent</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The transfer agent and registrar for our capital stock is Equiserve Trust
Company, N.A.


<P align="left" style="font-size: 10pt"><B>Restrictions on Transfers of Common Stock; Anti-Takeover Considerations</B>



<P align="left" style="font-size: 10pt"><I>Transfer Restrictions</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of September&nbsp;30, 2004, Arch had recorded net deferred tax assets of
$213.6&nbsp;million. Arch&#146;s tax attributes consist principally of tax basis in
depreciable and amortizable assets. Depreciating and amortizing this tax basis
over the remaining useful life of these assets will generate tax deductions
that should offset future taxable income of the combined company, resulting in
higher after-tax cash flow for us, which leaves more cash available for
dividends, stock repurchases and other corporate activities. To help preserve
these consolidated tax attributes, our amended and restated certificate of
incorporation provides for restrictions on transfer of our stock intended to
prevent Arch from indirectly experiencing an &#147;ownership change,&#148; as such term
is defined in section 382 of the Code. See risk factors relating to these tax
assets beginning on page 4.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The restrictions on transfer of our common stock apply only to transfers
by or to a 5% shareholder of our common stock, and to transfers of our common
stock that would cause a person or group to become a 5% shareholder of our
common stock. For these purposes, the term &#147;5% shareholder&#148; is defined under
Section&nbsp;382 of the Internal Revenue Code, as described in greater detail in the


<P align="center" style="font-size: 10pt">12
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">risk factors beginning on page 7. After a cumulative indirect ownership
change of Arch of more than 45% since its emergence from bankruptcy proceedings
in May&nbsp;2002 (as determined by taking into account all relevant transfers of the
stock of Arch prior to the merger, including transfers pursuant to the merger)
through a transfer of our common stock, any transfer of our common stock by or
to a 5% shareholder of our common stock or any transfer that would cause a
person or group of persons to become a 5% shareholder of our common stock, will
be prohibited unless the transferee or transferor provides notice of the
transfer to us and our board of directors determines in good faith that the
transfer (1)&nbsp;would not result in a cumulative indirect ownership change of Arch
of more than 47% or (2)&nbsp;would not increase the cumulative indirect ownership
change of Arch. Prior to a cumulative indirect ownership change of Arch of more
than 45%, transfers of our common stock will not be prohibited except to the
extent that they result in a cumulative indirect ownership change of Arch of
more than 47%, but any transfer by or to a 5% shareholder of our common stock
or any transfer that would cause a person or group of persons to become a 5%
shareholder of our common stock requires a notice to us. Similar restrictions
apply to the issuance or transfer of an option to purchase our common stock if
the exercise of the option would result in a transfer that would be prohibited
pursuant to the restrictions described above. These restrictions will remain in
effect until the earliest of (a)&nbsp;the repeal of Section&nbsp;382 of the Code (or any
comparable successor provision) and (b)&nbsp;the date on which the limitation amount
imposed by Section&nbsp;382 of the Code in the event of an ownership change of Arch
would not be less than Arch&#146;s net operating loss carry forward and net
unrealized built-in loss. Transfers by or to us and any transfer pursuant to a
merger approved by our board of directors or any tender offer to acquire all of
our outstanding stock where a majority of the shares have been tendered will be
exempt from these restrictions.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The cumulative change in ownership as of the time of the merger was
approximately 42.7%. The determination of this percentage ownership change is
dependent on provisions of the tax law that are subject to varying legal and
factual interpretations and on facts that are not precisely determinable at
this time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subsequent trading of our stock by our 5% shareholders will be counted in
determining whether we, as successor to Arch, have undergone an ownership
change in the future. Furthermore, beginning on May&nbsp;29, 2005, cumulative
ownership change will be measured over the trailing three-year period. The
cumulative change in ownership may increase by reason of transactions in our
common stock after the merger, which would increase the risk that the use of
our tax assets would be limited. Any such increases in the cumulative change in
ownership would increase the risk that, upon consummation of the merger, the
transfer restrictions would apply to transfers of our common stock by or to 5%
shareholders, or to persons who would become 5% shareholders as a result of
such transfer.


<P align="left" style="font-size: 10pt"><I>Anti-Takeover Considerations</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our amended and restated certificate of incorporation and amended and
restated by-laws contain a number of provisions which may have the effect of
discouraging transactions that involve an actual or threatened change of
control of us. For a description of the provisions, see &#147;&#151; Transfer
Restrictions&#148; above.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the Delaware business combination statute, a corporation is
prohibited from engaging in any business combination with an interested
stockholder who, together with its affiliates or associates, owns, or who is an
affiliate or associate of the corporation and within a three-year period did
own, 15% or more of the corporation&#146;s voting stock for a three-year period
following the time the stockholder became an interested stockholder, unless:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>prior to the time the stockholder became an interested stockholder,
the board of directors of the corporation approved either the business
combination or the transaction which resulted in the stockholder
becoming an interested stockholder;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the interested stockholder owned at least 85% of the voting stock of
the corporation, excluding specified shares, upon consummation of the
transaction which resulted in the stockholder becoming an interested
stockholder; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>at or subsequent to the time the stockholder became an interested
stockholder, the business combination is approved by the board of
directors of the corporation and authorized by the affirmative vote, at
an annual or special meeting and not by written consent, of at least 66
2/3% of the outstanding voting shares of the corporation, excluding
shares held by that interested stockholder.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A business combination generally includes:


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>mergers, consolidations and sales or other dispositions of 10% or
more of the assets of a corporation to or with an interested</TD>
</TR>

</TABLE>

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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>stockholder;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>specified transactions resulting in the issuance or transfer to an
interested stockholder of any capital stock of the corporation or its
subsidiaries; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>other transactions resulting in a disproportionate financial benefit
to an interested stockholder.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The provisions of the Delaware business combination statute do not apply
to a corporation if, subject to requirements set forth in the statute, the
certificate of incorporation or by-laws of the corporation contain a provision
expressly electing not to be governed by the provisions of the statute or the
corporation does not have voting stock listed on a national securities
exchange, authorized for quotation on an inter-dealer quotation system of a
registered national securities association or held of record by more than 2,000
stockholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have not adopted any provision in our amended and restated certificate
of incorporation or amended and restated bylaws to &#147;opt-out&#148; of the Delaware
business combination statute and the statute will be applicable to business
combinations involving us.


<P align="left" style="font-size: 10pt"><B>Repurchase of Unvested Shares of our Common Stock issued under the Arch 2002
Stock Incentive Plan upon Certain Events</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under its 2002 Stock Incentive Plan, Arch issued 950,000 &#147;restricted&#148;
shares to certain members of Arch management. As of the time of the merger,
633,998 shares had vested, 184,230 unvested shares had been repurchased by
Arch, 79,000 unvested shares were in process of being repurchased and 52,772
shares are scheduled to vest on May&nbsp;29, 2005. As a result of the merger, each
restricted share issued and outstanding under the Arch 2002 Stock Incentive
Plan was converted into a share of USA Mobility common stock subject to like
restrictions, including possible repurchase of unvested shares, that were
applicable to such shares prior to the merger. Any unvested shares granted
under the 2002 Arch Stock Incentive Plan are currently subject to repurchase at
the issue price of $0.001 per share if the employment of an employee entitled
to such grant is terminated for any reason. Generally, this repurchase option
expires 45&nbsp;days after termination of the applicable employee&#146;s employment.


<P align="center" style="font-size: 10pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file at the SEC&#146;s Public Reference Rooms in Washington,
D.C., New York, New York and Chicago, Illinois. The Public Reference Room in
Washington, D.C. is located at 450 Fifth Street, N.W. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from the SEC&#146;s web site at
http://www.sec.gov.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC allows us to &#147;incorporate by reference&#148; the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings (which do not include those
documents identified as being &#147;furnished&#148; to the SEC, unless expressly
incorporated by reference) made with the SEC under Section&nbsp;13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 (the &#147;Exchange Act&#148;) until our
offering is completed.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;Metrocall&#146;s Annual Report on Form 10-K, for the fiscal year ended
December&nbsp;31, 2003 filed March&nbsp;25, 2004, and Amendment No.&nbsp;1 on Form 10-K/A
filed April&nbsp;29, 2004;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;Arch&#146;s Annual Report on Form 10-K, for the fiscal year ended December
31, 2003 filed March&nbsp;1, 2004, and Amendment No.&nbsp;1 on Form 10-K/A filed April
29, 2004;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;Metrocall&#146;s Quarterly Report on Form 10-Q, for the fiscal quarter
ended March&nbsp;31, 2004 filed May&nbsp;10, 2004, Amendment No.&nbsp;1 on Form 10-Q/A filed
June&nbsp;11, 2004, and Amendment No.&nbsp;2 filed July&nbsp;16, 2004;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;Metrocall&#146;s Quarterly Report on Form 10-Q, for the fiscal quarter
ended June&nbsp;30, 2004 filed August&nbsp;6, 2004 and Amendment No.&nbsp;1 on Form 10-Q/A
filed August&nbsp;20, 2004;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;Metrocall&#146;s Quarterly Report on Form 10-Q, for the fiscal quarter
ended September&nbsp;30, 2004 filed November&nbsp;5, 2004;


<P align="center" style="font-size: 10pt">14
</DIV>

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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)&nbsp;Arch&#146;s Quarterly Report on Form 10-Q, for the fiscal quarter ended
March&nbsp;31, 2004 filed May&nbsp;6, 2004;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(7)&nbsp;Arch&#146;s Quarterly Report on Form 10-Q, for the fiscal quarter ended
June&nbsp;30, 2004 filed August&nbsp;3, 2004;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(8)&nbsp;Arch&#146;s Quarterly Report on Form 10-Q, for the fiscal quarter ended
September&nbsp;30, 2004 filed October&nbsp;28, 2004


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(9)&nbsp;Metrocall&#146;s Current Report on Form 8-K filed November&nbsp;18, 2003 and an
amendment thereto filed January&nbsp;20, 2004;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(10)&nbsp;Metrocall&#146;s Current Reports on Form 8-K filed March&nbsp;16, 2004, March
31, 2004, May&nbsp;6, 2004, May&nbsp;10, 2004, May&nbsp;17, 2004, May&nbsp;25, 2004, June&nbsp;2, 2004,
July&nbsp;1, 2004, October&nbsp;12, 2004, October&nbsp;14, 2004, October&nbsp;21, 2004, November&nbsp;1,
2004, November&nbsp;4, 2004, November&nbsp;9, 2004 and November&nbsp;9, 2004;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(11)&nbsp;Arch&#146;s Current Reports on Form 8-K filed March&nbsp;31, 2004, October&nbsp;12,
2004, October&nbsp;21, 2004, and October&nbsp;28, 2004;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(12)&nbsp;Arch&#146;s Current Report on Form 8-K filed November&nbsp;9, 2004 and an
amendment thereto filed November&nbsp;9, 2004; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(13)&nbsp;The Registrant&#146;s amended and restated certificate of incorporation
and the Registrant&#146;s amended and restated bylaws are contained in the
Registrant&#146;s Current Report on Form 8-K filed November&nbsp;17, 2004; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(14)&nbsp;Our
Current Reports on Form 8-K filed November&nbsp;17, 2004 and an
amendment thereto filed November&nbsp;23, 2004; and

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(15)&nbsp;Our
Current Report on Form&nbsp;8-K filed November&nbsp;22, 2004.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Registrant with the Securities and
Exchange Commission under Section&nbsp;13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all of the securities
then remaining unsold, shall be deemed to be incorporated by reference in this
reoffer prospectus and to be a part hereof from the date of filing of such
documents.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a document incorporated by reference herein as
set forth above shall be deemed to be modified or superseded for purposes of
this reoffer prospectus to the extent that a statement contained herein or in
any other subsequently filed document incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:


<P align="center" style="font-size: 10pt">USA Mobility, Inc.<BR>
6677 Richmond Highway<BR>
Alexandria, Virginia 22306<BR>
Telephone: (703)&nbsp;718-6600



<P align="center" style="font-size: 10pt"><B>LEGAL MATTERS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain legal matters relating to the validity of the securities offered
hereby have been passed upon for USA Mobility by Schulte Roth &#038; Zabel LLP, 919
Third Avenue, New York, New York.


<P align="center" style="font-size: 10pt"><B>EXPERTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated balance sheet of Metrocall Holdings, Inc. at December&nbsp;31,
2003 and December&nbsp;31, 2002, and the related consolidated statements of
operations, stockholders&#146; equity/(deficit) and cash flows for the year ended
December&nbsp;31, 2003, the period from October&nbsp;8, 2002 through December&nbsp;31, 2002,
and the period from January&nbsp;1, 2002 through October&nbsp;7, 2002 (Predecessor
Company), and the financial statement schedule for the year ended December&nbsp;31,
2003, the period from October&nbsp;8, 2002 through December&nbsp;31, 2002, and the period
from January&nbsp;1, 2002 through October&nbsp;7, 2002 (Predecessor Company), appearing
in Metrocall Holdings, Inc. Annual Report on Form 10-K for the year ended
December&nbsp;31, 2003, have been audited by Ernst &#038; Young LLP, independent
registered public accounting firm, as set forth in their report thereon,
included therein and incorporated herein by reference. Such consolidated
financial statements and schedule are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.


<P align="center" style="font-size: 10pt">15
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated statements of operations, stockholders&#146; equity/(deficit)
and cash flows for the year ended December&nbsp;31, 2001, appearing in Metrocall Holdings, Inc.&#146;s
Annual Report on Form 10-K for the year ended December&nbsp;31, 2003 were previously
audited by Arthur Andersen LLP and their report thereon has not been reissued
by them.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because Arthur Andersen LLP has not reissued their report and because we
are unable to obtain a consent from Arthur Andersen LLP, you will be unable to
sue Arthur Andersen LLP under the Securities Act for material misstatements or
omissions, if any, in this Registration Statement and incorporated herein by
reference, including the financial statements covered by their previously
issued report. We believe that it is unlikely that you would be able to recover
damages from Arthur Andersen LLP for any claim against them.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated balance sheet of WebLink Wireless, Inc. as of December
31, 2002, and the related consolidated statements of operations, stockholders&#146;
equity (deficit), and cash flows for the periods from January&nbsp;1, 2002 through
September&nbsp;8, 2002 (Predecessor Company), and September&nbsp;9, 2002 through December
31, 2002, appearing in an amendment filed on January&nbsp;20, 2004 to Metrocall&#146;s
Current Report on Form 8-K filed November&nbsp;18, 2003, have been audited by KPMG
LLP, independent auditors, as set forth in their report thereon, included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements of Arch Wireless, Inc. as of December&nbsp;31, 2003
and December&nbsp;31, 2002, for the year ended December&nbsp;31, 2003 and for the period
from January&nbsp;1, 2002 to May&nbsp;31, 2002 and for the period from June&nbsp;1, 2002 to
December&nbsp;31, 2002 incorporated in this prospectus by reference to the Annual
Report on Form 10-K of Arch Wireless, Inc. have been so incorporated in
reliance on the reports (which contains an explanatory paragraph relating to
Arch Wireless, Inc.&#146;s adoption of fresh-start accounting as described in Note 3
to the financial statements) of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements of Arch Wireless, Inc. for the year ended
December&nbsp;31, 2001 prior to the revision discussed in Note 1 to the 2002
financial statements incorporated in this prospectus by reference to the Annual
Report on Form 10-K of Arch Wireless, Inc. for the year ended December&nbsp;31, 2003
were audited by Arthur Andersen LLP, independent accountants, who have ceased
operations. Arthur Andersen LLP expressed an unqualified opinion on those
financial statements in their report dated March&nbsp;7, 2002 (except for the
matters discussed in Note 15 to the 2001 financial statements as to which the
date is May&nbsp;29, 2002). The report of Arthur Andersen LLP is a copy of a report
previously issued by Arthur Andersen LLP, which has not been reissued by Arthur
Andersen LLP.


<P align="center" style="font-size: 10pt">16
</DIV>

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<P align="center" style="font-size: 10pt"><IMG src="w69108w6910800.gif" alt="(USA MOBILITY LOGOG)">



<P align="center" style="font-size: 10pt"><B>USA Mobility, Inc.</B>



<P align="center" style="font-size: 10pt"><B>312,452 Shares</B>



<P align="center" style="font-size: 10pt"><B>Common Stock</B>



<P align="center" style="font-size: 10pt"><B>REOFFER PROSPECTUS</B>



<P align="center" style="font-size: 10pt"><B>November&nbsp;23, 2004</B>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents, which have been filed by the Registrant,
Metrocall Holdings, Inc. (SEC file number 0-21924) and Arch Wireless, Inc. (SEC
file number 0-23232) with the Securities and Exchange Commission are
incorporated by reference into this Registration Statement and shall be deemed
to be a part hereof:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) Metrocall&#146;s Annual Report on Form 10-K, for the fiscal year ended
December&nbsp;31, 2003 filed March&nbsp;25, 2004, and Amendment No.&nbsp;1 on Form 10-K/A
filed April&nbsp;29, 2004;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) Arch&#146;s Annual Report on Form 10-K, for the fiscal year ended
December&nbsp;31, 2003 filed March&nbsp;1, 2004, and Amendment No.&nbsp;1 on Form 10-K/A
filed April&nbsp;29, 2004;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) Metrocall&#146;s Quarterly Report on Form 10-Q, for the fiscal quarter
ended March&nbsp;31, 2004 filed May&nbsp;10, 2004, Amendment No.&nbsp;1 on Form 10-Q/A filed
June&nbsp;11, 2004, and Amendment No.&nbsp;2 on Form 10-Q/A filed July&nbsp;16, 2004;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4) Metrocall&#146;s Quarterly Report on Form 10-Q, for the fiscal quarter
ended June&nbsp;30, 2004 filed August&nbsp;6, 2004 and Amendment No.&nbsp;1 on Form 10-Q/A
filed August&nbsp;20, 2004;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5) Metrocall&#146;s Quarterly Report on Form 10-Q, for the fiscal quarter
ended September&nbsp;30, 2004 filed November&nbsp;5, 2004;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6) Arch&#146;s Quarterly Report on Form 10-Q, for the fiscal quarter ended
March&nbsp;31, 2004 filed May&nbsp;6, 2004;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(7) Arch&#146;s Quarterly Report on Form 10-Q, for the fiscal quarter ended
June&nbsp;30, 2004 filed August&nbsp;3, 2004;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(8) Arch&#146;s Quarterly Report on Form 10-Q, for the fiscal quarter ended
September&nbsp;30, 2004 filed October&nbsp;28, 2004;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(9) Metrocall&#146;s Current Report on Form 8-K filed November&nbsp;18, 2003 and
an amendment thereto filed January&nbsp;20, 2004;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(10) Metrocall&#146;s Current Reports on Form 8-K filed March&nbsp;16, 2004, March
31, 2004, May&nbsp;6, 2004, May&nbsp;10, 2004, May&nbsp;17, 2004, May&nbsp;25, 2004, June&nbsp;2,
2004, July&nbsp;1, 2004, October&nbsp;12, 2004, October&nbsp;14, 2004, October&nbsp;21, 2004,
November&nbsp;1, 2004, November&nbsp;4, 2004, November&nbsp;9, 2004 and November&nbsp;9, 2004;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(11) Arch&#146;s Current Reports on Form 8-K filed March&nbsp;31, 2004, October
12, 2004, October&nbsp;21, 2004, and October&nbsp;28, 2004;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(12) Arch&#146;s Current Report on Form 8-K filed November&nbsp;9, 2004 and an
amendment thereto filed November&nbsp;9, 2004;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(13) The Registrant&#146;s amended and restated certificate of incorporation
and the Registrant&#146;s amended and restated bylaws are contained in the
Registrant&#146;s Current Report on Form 8-K filed November&nbsp;17, 2004; and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(14)
Our Current Reports on Form 8-K filed November&nbsp;17, 2004 and an
amendment thereto filed November&nbsp;23, 2004; and

<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(15)
Our Current Report on Form&nbsp;8-K filed November&nbsp;22, 2004.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Registrant with the Securities and
Exchange Commission under Section&nbsp;13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all of the securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a document incorporated by reference herein as
set forth above shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.


<P align="center" style="font-size: 10pt">II-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt"><I>Limitations of Personal Liability of Directors and Officers</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Delaware law provides that a corporation may include in its certificate of
incorporation a provision limiting or eliminating the liability of its
directors to the corporation and its stockholders for monetary damages arising
from a breach of fiduciary duty, except for:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a breach of the duty of loyalty to the corporation or its stockholders;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>payment of a dividend or the repurchase or redemption of stock in violation of Delaware law; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any transaction from which the director derived an improper personal benefit.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The USA Mobility amended and restated certificate of incorporation
provides that, to the fullest extent Delaware law permits the limitation or
elimination of the liability of directors, no director of USA Mobility will be
liable to USA Mobility or its stockholders for monetary damages for breach of
fiduciary duty as a director.


<P align="left" style="font-size: 10pt"><I>Indemnification of Directors and Officers</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Delaware law, a corporation generally may indemnify directors and
officers in connection with actions or proceedings in which they are involved
by reason of their positions as director and officers of the corporation:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>for actions taken in good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interests of the corporation; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>with respect to any criminal proceeding, they had no reasonable cause to
believe that their conduct was unlawful.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, Delaware law provides that a corporation may advance to a
director or officer expenses incurred in defending any action upon receipt of
an undertaking by the director or officer to repay the amount advanced if it is
ultimately determined that he or she is not entitled to indemnification.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A corporation subject to Delaware law may also purchase and maintain
insurance on behalf of directors, officers, employees, and agents, even if that
corporation would not have the power under Delaware law to indemnify such
persons under the particular liability insured against.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The USA Mobility amended and restated certificate of incorporation and
amended and restated by-laws provide that any person who was or is a party or
is threatened to be a party to, or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, because
that person is or was a director or officer, or is or was serving at the
request of USA Mobility as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise, will
be indemnified and held harmless by USA Mobility to the fullest extent
permitted by Delaware law. The indemnification rights conferred by USA Mobility
are not exclusive of any other right to which persons seeking indemnification
may be entitled under any statute, USA Mobility&#146;s amended and restated
certificate of incorporation or amended and restated by-laws, any agreement,
vote of stockholders or disinterested directors or otherwise. USA Mobility is
authorized to purchase and maintain insurance on behalf of its directors and
officers.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, USA Mobility must advance expenses incurred by its directors
and officers in defending a civil or criminal action, suit or proceeding
because they are directors or officers in advance of the final disposition of
the action, suit or proceeding. The payment of expenses will be made only if
USA Mobility receives an undertaking by or on behalf of a director or officer
to repay all amounts advanced if it is ultimately determined that the director
or officer is not entitled to be


<P align="center" style="font-size: 10pt">II-2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">indemnified by USA Mobility, as authorized by USA Mobility&#146;s amended and
restated certificate of incorporation and amended and restated by-laws. USA
Mobility will honor existing indemnification agreements of current and former
directors and officers of Metrocall and Arch and their subsidiaries and, for
six years following the merger, indemnify all current and former officers and
directors of Metrocall and Arch and their subsidiaries in accordance with
indemnification provisions of the USA Mobility, Metrocall or Arch certificate
of incorporation, and that the terms of the indemnification provisions of the
certificates of incorporation will not be amended, repealed, or otherwise
modified during the six-year period after the merger. In addition, for six
years after the merger, USA Mobility will cause to be maintained liability
insurance coverage with respect to matters arising at or prior to the merger
for each current or former officer or director of Metrocall or Arch or any of
their subsidiaries, in amounts and on terms not materially less advantageous
than the coverage provided prior to the merger. USA Mobility, Metrocall or Arch
will also pay all reasonable expenses incurred by any individual in enforcing
his or her rights to indemnification and insurance coverage under the terms of
the merger agreement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Furthermore, pursuant to indemnification agreements entered into between
the Registrant and each of its directors and officers, the Registrant agreed to
indemnify such persons to the fullest extent permitted by Delaware law, as the
same may be amended from time to time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The foregoing statements are subject to the detailed provisions of Section
145 of the Delaware General Corporation Law, the amended and restated
certificate of incorporation and amended and restated by-laws of the Registrant
and the form of indemnification agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s Executive and Organizational Liability Insurance Policy
is designed to reimburse the Registrant for any payments made by it pursuant to
the foregoing indemnification.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption From Registration Claimed.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="93%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description of Document</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit&nbsp;3.1 to the
Registrant&#146;s Current Report on Form&nbsp;8-K filed November&nbsp;17, 2004)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit&nbsp;3.2 to the Registrant&#146;s Current
Report on Form&nbsp;8-K filed November&nbsp;17, 2004)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen certificate of Registrant common stock, par value
$0.0001 per share (incorporated by reference to Exhibit&nbsp;4.1 to the
Registrant&#146;s Registration Statement on Form&nbsp;S-4, Registration No.
333-115769)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Schulte Roth &#038; Zabel LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Schulte Roth &#038; Zabel LLP (included in Exhibit&nbsp;5.1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Metrocall Holdings, Inc. 2003 Stock Option Plan</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Arch Wireless, Inc. 2002 Stock Incentive Plan</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Indemnification Agreement between the Registrant and
its directors and executive officers (incorporated by reference to
Exhibit&nbsp;10.4 to the Registrant&#146;s Current Report on Form&nbsp;8-K filed
November&nbsp;17, 2004)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">II-3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt"><B>Item&nbsp;9 Undertakings.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement- notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the &#147;Calculation of Registration Fee&#148; table in
this Registration Statement; and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>provided, however</I>, that paragraphs (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section&nbsp;13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial <I>bona
fide </I>offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan&#146;s
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial <I>bona
fide </I>offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


<P align="center" style="font-size: 10pt">II-4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Alexandria, State of Virginia, on this 23rd day
of November, 2004.

<DIV align="left">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="90%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">USA MOBILITY, INC.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Vincent D. Kelly</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vincent D. Kelly</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President and Chief Executive Officer</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated, on this 23rd day of November, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="34%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="16%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name and Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Vincent D. Kelly
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director, President and
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>November&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Executive Officer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Vincent D. Kelly
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(principal executive officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ George W. Hale
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Accounting Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(principal financial and accounting</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">George W. Hale
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Royce Yudkoff*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the Board of Directors
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Royce Yudkoff</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">David C. Abrams*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">David C. Abrams</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">James V. Continenza*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">James V. Continenza</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Nicholas O. Gallopo*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Nicholas O. Gallopo</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Matthew Oristano*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Matthew Oristano</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Brian O&#146;Reilly*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;23 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Brian O&#146;Reilly</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">William E. Redmond, Jr.*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">William E. Redmond, Jr.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Samme L. Thompson*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Samme L. Thompson</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">*Executed by Vincent D. Kelly as Attorney-in-fact. Original powers of attorney
authorizing Vincent D. Kelly and George W. Hale and each of them to sign this
Registration Statement and amendments hereto on behalf of the directors of USA
Mobility indicated above are held by USA Mobility and available for examination
pursuant to Item&nbsp;302(b) of Regulation&nbsp;S-T.



<P align="center" style="font-size: 10pt">II-5
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>INDEX TO EXHIBITS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="93%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description of Document</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit&nbsp;3.1 to the
Registrant&#146;s Current Report on Form&nbsp;8-K filed November&nbsp;17, 2004)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit&nbsp;3.2 to the Registrant&#146;s Current
Report on Form&nbsp;8-K filed November&nbsp;17, 2004)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen certificate of Registrant common stock, par value
$0.0001 per share (incorporated by reference to Exhibit&nbsp;4.1 to the
Registrant&#146;s Registration Statement on Form&nbsp;S-4, Registration No.
333-115769)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Schulte Roth &#038; Zabel LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Schulte Roth &#038; Zabel LLP (included in Exhibit&nbsp;5.1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Metrocall Holdings, Inc. 2003 Stock Option Plan</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Arch Wireless, Inc. 2002 Stock Incentive Plan</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Indemnification Agreement between the Registrant and
its directors and executive officers (incorporated by reference to
Exhibit&nbsp;10.4 to the Registrant&#146;s Current Report on Form&nbsp;8-K filed
November&nbsp;17, 2004)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">II-6
</DIV>


</BODY>
</HTML>
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sv8
As filed with the Securities and Exchange Commission on November 23, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
USA MOBILITY, INC.
(Exact name of registrant as specified in its charter)
Delaware
(Jurisdiction of incorporation or organization)
16-1694797
(I.R.S. Employer Identification No.)
6677 Richmond Highway, Alexandria, Virginia 22306
(Address of principal executive offices)
Metrocall Holdings, Inc. 2003 Stock Option Plan
Arch Wireless, Inc. 2002 Stock Incentive Plan
(Full title of Plan)
Vincent D. Kelly
President and Chief Executive Officer
USA Mobility, Inc.
6677 Richmond Highway
Alexandria, VA 22306
(703) 718-6600
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jeffrey S. Sabin, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 756-2000
CALCULATION OF REGISTRATION FEE
Amount to be
Proposed maximum
Proposed maximum
Amount of
Title of securities to be registered
registered
offering price per share
aggregate offering price
registration fee
Common Stock, par value $0.0001, of
USA Mobility, Inc.
358,710
(1)
$
0.27
(2)
$
95,789
(2)
$
12.14
(3)
Common Stock, par value $0.0001, of
USA Mobility, Inc.
158,226
(4)
$
36.37
(5)
$
5,754,680
$
729.11
Total
516,936
—
$
5,850,469
$
741.26
(1) Represents the maximum aggregate number of shares of USA Mobility,
Inc. common stock that may be issued upon exercise of options which have been
granted under the Metrocall Holdings, Inc. 2003 Stock Option Plan and the Arch
Wireless, Inc. 2002 Stock Incentive Plan. Pursuant to Rule 416 of the Securities
Act of 1933, as amended, this Registration Statement also covers such number of
additional shares of USA Mobility, Inc. common stock as may become available
for issuance pursuant to such plans in the event of any stock splits, stock
dividends or similar transactions specified in such plans.
(2) Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, the
proposed maximum offering price per share and the registration fee are based on
the exercise price for the options granted under the Metrocall Holdings, Inc.
2003 Stock Option Plan and Arch Wireless, Inc. 2002 Stock Incentive Plan. The
per share exercise price for options granted under the Metrocall Holdings, Inc.
2003 Stock Option Plan will be $0.302 and the per share exercise price for
options granted under Arch Wireless, Inc. 2002 Stock Incentive Plan will be
$0.001. The per share maximum offering price per share listed in this box
represents the weighted average exercise price.
(3) This Registration Statement includes a reoffer prospectus. Pursuant
to Rule 457(h)(3), no additional fee shall be paid with respect to the
securities to be offered for resale which will be acquired through the exercise of options registered hereunder.
(4) Represents shares of USA Mobility, Inc. common stock that are currently held by the selling shareholders listed in this Registration Statement which are being offered for resale pursuant to the reoffer prospectus.
(5) The price of $36.37 per share, which was the average of the high and low sale prices of the Registrant's common stock on the Nasdaq National
on November 18, 2004, is set forth solely for the purposes of
calculating the registration fee in accordance with Rule 457(h)(3) and 457(c) promulgated under the Securities Act.
EXPLANATORY NOTE
On March 29, 2004, Metrocall Holdings, Inc. and Arch Wireless, Inc. agreed
to merge by entering into a merger agreement that contemplated that after the
merger, Metrocall and Arch will become subsidiaries of a new holding company
named USA Mobility, Inc., also referred to as "USA Mobility," the "Company,"
the "Registrant," or "we" or "us." In the merger, which was consummated on
November 16, 2004, Metrocall common stockholders exchanged two million of their
shares for an aggregate of $150 million of cash consideration, at $75.00 per
share, and exchanged each of their remaining shares for 1.876 shares of our
common stock. Arch common stockholders exchanged each of their shares for one
share of our common stock.
The Metrocall Holding, Inc. 2003 Stock Option Plan and the Arch Wireless,
Inc. 2002 Stock Incentive Plan were assumed by USA Mobility. Holders of
outstanding options for shares of Metrocall common stock granted under
Metrocall's 2003 Stock Option Plan received options for 1.876 shares of USA
Mobility common stock per share of Metrocall common stock to which they were
entitled at an exercise price per share of USA Mobility common stock equal to
the exercise price per share of Metrocall common stock divided by 1.876. All
outstanding options for shares of Arch common stock granted under Arch's 2002
Stock Incentive Plan vested and holders of unexercised options for shares of
Arch common stock received options for an equal number of shares of USA
Mobility common stock at the same exercise price. Holders of outstanding
restricted shares of Arch common stock granted under Arch's 2002 Stock
Incentive Plan and related restricted stock agreements received an equal number
of shares of USA Mobility common stock, subject to like restrictions.
USA Mobility, Inc. hereby files this Registration Statement on Form S-8
relating to its common stock, par value $.0001 per share, which may be sold
upon the exercise of outstanding options granted under the plans or upon the
lapse of restrictions with respect to the outstanding restricted stock granted
under the Arch Wireless, Inc. 2002 Stock Incentive Plan and related restricted
stock agreements.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will be
sent or given to employees participating in the plans as specified by Rule
428(b)(1) of the Securities Act. Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act. These documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
REOFFER PROSPECTUS
312,452 Shares
USA Mobility, Inc.
Common Stock
This prospectus relates to the public offering, which is not being
underwritten, of up to 312,452 shares of our common stock on behalf of the
selling shareholders identified in this prospectus to whom we have issued or
may issue shares of common stock, par value $0.0001 per share, as participants
in the Arch Wireless, Inc. 2002 Stock Incentive Plan or Metrocall Holding, Inc.
2003 Stock Option Plan, referred to together as the "plans," which we have
assumed as a result of the merger of Metrocall Holdings, Inc. and Arch
Wireless, Inc. consummated on November 16, 2004.
The prices at which each selling shareholder may sell the shares of common
stock will be determined by the prevailing market price for the shares or in
negotiated transactions. We will not receive any of the proceeds from the sale
of the shares, except to the extent the optionholders pay cash in connection
with the exercise of options.
Our common stock is listed on the Nasdaq National Market under the symbol
"USMO." On November 19, 2004, the closing price for our common stock was $37.14
per share.
Investing in our common stock involves certain risks. See "Risk Factors"
beginning on page 2.
The Securities and Exchange Commission and state securities regulators
have not approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is November 23, 2004.
Table of Contents
SUMMARY
1
COMPANY OVERVIEW
1
RISK FACTORS
2
Risks Related to our Business and Industry
2
Risks Related to the Merger of Metrocall and Arch
4
Risks Related to this Offering
6
FORWARD-LOOKING STATEMENTS
7
USE OF PROCEEDS
7
DETERMINATION OF OFFERING PRICE
8
SELLING SHAREHOLDERS
8
PLAN OF DISTRIBUTION
10
DESCRIPTION OF OUR CAPITAL STOCK
11
WHERE YOU CAN FIND MORE INFORMATION
14
LEGAL MATTERS
15
EXPERTS
15
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. This prospectus
is not an offer to sell nor is it seeking an offer to buy the shares in any
jurisdiction where the offer or sale is not permitted. You should not assume
that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of the document. The
information contained in this prospectus is correct only as of the date of this
prospectus, regardless of the time of the delivery of this prospectus or any
sale of the shares.
SUMMARY
This prospectus has been prepared pursuant to General Instruction C of
Form S-8, in accordance with the requirements of Part I of Form S-3 under the
Securities Act of 1933, as amended, solely with regard to the resale of our
shares by the selling shareholders.
COMPANY OVERVIEW
As a result of the recent merger of Metrocall Holdings, Inc. and Arch
Wireless, Inc. consummated on November 16, 2004, Metrocall and Arch each became
a wholly owned subsidiary of USA Mobility. Our principal executive offices are
located at 6677 Richmond Highway, Alexandria, Virginia, 22306. Our telephone
number is (703) 718-6600.
We are a leading mobile information company providing wireless messaging
and other wireless products and services to business and individual
subscribers. We offer a full range of wireless messaging products and services,
including one and two-way messaging services and mobile data solutions, in all
50 states, the District of Columbia, Puerto Rico, Canada, Mexico and the
Caribbean. In addition to our reliable one-way network, our two-way networks
have the largest high-powered terrestrial ReFLEX™ footprints in the United
States. Our one and two-way networks provide coverage in Canada, Mexico and the
Caribbean, and coverage through roaming partners in Central and South America.
We are the preferred ReFLEX™ wireless data network provider for many of the
largest telecommunication companies in the United States that source virtual
network services from us and resell under their own brand names. In addition to
one and two-way messaging, we offer wireless e-mail solutions, as well as
mobile voice and data services through AT&T Wireless, Cingular and Nextel. We
also offer Integrated Resource Management Systems with wireless connectivity
solutions for medical, business, government and other campus environments. We
promote our services through a nationwide sales force and through resellers
domestically and internationally. For additional information on us, please
refer to the information described in "Where You Can Find More Information"
beginning on page 14 of this reoffer prospectus, including our filings and the
filings of Metrocall and Arch with the Securities and Exchange Commission that
are incorporated by reference into this reoffer prospectus.
1
RISK FACTORS
In addition to the other information contained in or incorporated herein
by reference, you should carefully consider the risks described below before
making an investment decision. The risks described in this section are the ones
we consider to be material to your decision whether to invest in our common
stock. If any of the following risks occur, our business, financial condition,
prospects or results of operations could be materially harmed. Accordingly, we
have separated the risk factors into three sections, grouped as follows:
•
Risks Related to Our Business and Industry;
•
Risks Related to the Merger of Metrocall and Arch; and
•
Risks Related to this Offering.
Risks Related to Our Business and Industry
Continued decline in our number of one and two-way messaging units in service
will result in decreased revenues that may not be offset by corresponding
reductions in our operating expenses.
Between 1999 and 2003, industry publications reported a decrease in the
number of one-way messaging units in service from over 40 million in 1999 to
approximately 12 million in 2003. In 2002, Metrocall and Arch together
experienced declines in one-way messaging of approximately 4.6 million units or
34.3%. Metrocall and Arch together experienced further declines in one-way
messaging of approximately 1.6 million units or 17.6% in 2003. In 2002,
Metrocall and Arch together experienced declines in two-way messaging of
approximately 8,300 units or 1.5%. In 2003, Metrocall and Arch together
experienced further declines in two-way messaging of approximately 91,300 units
or 16.4%, excluding units Metrocall acquired from WebLink in 2003. In the nine
months ended September 30, 2004, Metrocall and Arch experienced declines in one
and two-way messaging units in service of approximately 1.2 million units or
17.2% and 0.1 million units or 11.7%, respectively, from December 31, 2003.
As a result of the decline in the number of units in service, Metrocall
and Arch together experienced a reduction in annual revenues from approximately
$1.3 billion in 1999 to approximately $934 million in 2003, a decline of 25.4%
over that period. In the nine months ended September 30, 2004, Metrocall,
excluding revenues associated with the assets acquired from WebLink in 2003,
and Arch together experienced declines in revenues of approximately $151.8
million or 21.3% when compared with their collective revenues of approximately
$712.2 million for the nine months ended September 30, 2003.
We may experience similar or greater rates of decline in the number of one
and two-way messaging units in service. Further, marketing and other expenses
associated with adding subscriptions in our efforts to replace lost subscribers
are high and would adversely affect our cash flow in the short term if these
replacement efforts are successful and our business and operations in the
longer term if they are not successful.
In order to continue to generate net cash from operating activities, given
the anticipated decreases in revenues described above, reductions in operating
expenses have been, and will continue to be, necessary. Because there are
recurring fixed costs necessary to operate one and two-way messaging networks,
in the event there is only one such network in a particular market, subscriber
cancellations would not be fully offset by expense reductions and, in such
case, would adversely impact our cash flows. Furthermore, our efforts to
consolidate the number of transmitter locations could lead to further unit
cancellations because some subscribers may experience a reduction in, or
possible disruptions of, service.
We will be dependent on positive cash flows from operating activities as
our principal source of liquidity. If the anticipated reductions in operating
expenses are not realized, or if our revenues decline at a more rapid rate than
expected and that decline cannot be offset with additional expense reductions,
cash flows provided by operating activities would be adversely affected. If we
are not able to achieve anticipated levels of cash flows from operating
activities, we may be required to reduce desired capital expenditures, which
could lead to reductions in, or possible disruptions of, service and result in
higher losses of units in service.
The decreased demand for one and two-way messaging services could result
in adverse fluctuations in revenues and operating expenses. These fluctuations,
if material, could have a significant impact on our cash flows and operating
results, which could impair
2
the value of our common stock.
Finally, the downward trend in the messaging business of Metrocall and
Arch may make it difficult for us to retain and attract qualified employees and
management, which could have a material adverse effect on our future operating
results, financial position and cash flows.
Our wireless service competitors have competitive service offerings and
advantages in financial resources and brand recognition, which have reduced our
market share and revenues and increased our expenses. If such competitors were
to target our subscribers, such reduction in our market share and revenues and
increase in our expenses could be exacerbated by significantly reducing the
pricing of our competitive offerings.
We face intense competition for subscribers not only from other providers
of one and two-way messaging services such as Skytel, Inc. and Verizon Wireless
Messaging LLC, but also from larger mobile telephone carriers such as Cingular
Wireless, Nextel, Sprint PCS, T-Mobile, Verizon Wireless and others who have or
are developing messaging services that perform comparable functions to services
that are offered by us. Our subscribers comprise less than 5% of the
subscribers of messaging services similar or superior to that offered by us and
services performing comparable functions to those messaging services. For
example, cellular carriers and traditional telephone companies have developed
and commenced the installation of micro-cells and wireless networks in
hospitals, resulting in a decrease in the number of our units in service in
that market segment. In addition, providers of e-mail and wireless data
services available through personal digital assistants (PDAs), such as Motient
Corporation, have also developed two-way messaging devices that compete with
messaging services offered by us.
Many of our competitors have longer operating histories and better brand
recognition than USA Mobility, Metrocall or Arch. Several of these competitors
are large, diversified telecommunications companies that serve several markets
and possess financial, technical and other resources significantly greater than
us. Further advances in technology financed in part by these competitors could
lower the prices of their services or products to levels at which our pricing
for our services and products would cease to be attractive. These competitors
may use their competitive advantages to target our subscribers which could
result in our loss of existing or future subscribers, loss of revenues and
increased expenses to stay competitive. Our loss of revenues and increased
expenses would materially adversely affect the value of our common stock.
Changes in the regulations that govern our business might increase competition
or make it more difficult or costly to operate our business or comply with such
changes.
The FCC has broad authority to promulgate and enforce regulations that
could adversely affect our business. For example, periodic FCC auctions of new
wireless licenses, or future FCC regulations which may make new spectrum
available for wireless services, may increase competition by allowing more
providers to enter the wireless market at relatively modest costs. In January
2004, the FCC also established new spectrum lease rules, which will provide
companies greater flexibility to lease airtime from FCC licensee holders and
increase the level of competition to which we are subject. Other initiatives
currently being considered, such as rules for "smart" radio receivers or new
means of calculating acceptable levels of interference, if adopted, could
increase unlicensed wireless operations and competition in the market.
Although Congress has generally pre-empted the rights of states to
regulate market entry and the rates charged by commercial mobile radio service,
or "CMRS," providers like us, states retain the ability to regulate "other
terms and conditions" of CMRS services. Therefore, we remain subject to state
consumer protection, "health and safety" and similar laws, as well as local
zoning ordinances affecting our tower sites. Additionally, state public utility
commissions have the authority to approve our interconnection agreements with
local telephone carriers.
These changes and any other changes to the laws, rules and regulations to
which we are subject may result in further competition in the already highly
competitive wireless telecommunications industry and make it more difficult or
costly to operate our business.
If we are unable to retain key management personnel, we might not be able to
find suitable replacements on a timely basis or at all and our business could
be disrupted.
Our success depends heavily on the skills, experience and judgment of our
Chief Executive Officer, Vincent D. Kelly. We do not presently carry "key man"
life insurance on Mr. Kelly. If we were to lose the services of Mr. Kelly and
were unable to find a suitable replacement for him on a timely basis or at all,
it may result in the loss of industry knowledge, experience and contacts
critical to our
3
business, and result in the disruption of our operations. Ultimately, the
loss of Mr. Kelly could materially adversely affect our ability to successfully
operate our business and integrate the operations of Metrocall and Arch, which
could have a material adverse effect on our business and results of operations.
Risks Related to the Merger of Metrocall and Arch
We may fail to successfully integrate the operations of Metrocall and Arch. As
a result, we may not achieve the anticipated benefits of the merger.
We face significant challenges in consolidating operations, integrating
the two organizations and services in a timely and efficient manner and
retaining key Metrocall and Arch executives and other personnel. Some of the
key issues are managing the combined company's networks, maintaining adequate
focus on existing business and operations while working to integrate the two
companies, managing the marketing and sales efforts of the combined companies,
integrating Metrocall's existing billing system into the Arch billing system
and integrating other key redundant systems for the combined operations.
The integration of Metrocall and Arch will require substantial attention
from our management, particularly in light of the geographically dispersed
operations and different business cultures and compensation structures at the
two companies. The diversion of our management's attention and any difficulties
associated with integrating Metrocall and Arch operations could have a material
adverse effect on our revenues, level of expenses and results of operations.
Ultimately, the value of our common stock might be materially adversely
affected.
Because the estimates of cost savings on and after completion of the merger are
inherently uncertain, these cost savings may not be realized, which could
materially adversely affect our cash flows, operations and stock value.
The anticipated cost savings resulting from the combination of the
businesses of Metrocall and Arch are based on a number of assumptions,
including that we will be able to implement necessary cost saving programs such
as headcount reductions, consolidation of geographically dispersed operations
and elimination of duplicative administrative systems and programs within a
projected period. In addition, the cost savings estimates assume that we will
be able to realize merger efficiencies such as leverage in procuring messaging
devices and other goods and services resulting from the increased size of the
combined company. Failure to successfully implement cost saving programs or
otherwise realize merger efficiencies could materially adversely affect our
cash flows, our results of operations and, ultimately, the value of our common
stock.
We have incurred and expect to incur in the future significant direct costs,
severance expenses and costs of integrating the operations of Metrocall and
Arch associated with the merger, which could have a material adverse effect on
our cash flows.
We have incurred and expect to incur in the future significant direct
costs associated with the merger which are currently estimated to be
approximately $27 million. Additionally, costs such as legal and accounting
fees and expenses of Metrocall and Arch, some of the fees and expenses of
financial advisors of Metrocall and Arch and regulatory filing fees, not
included in the estimate of $27 million, have already been paid. In connection
with the closing of the merger and following the closing, we have incurred and
will incur significant severance expenses in connection with the termination of
the employment of certain officers and employees of Metrocall and Arch.
Further, there may be significant ongoing costs to us associated with
integrating the operations of Metrocall and Arch. We will likely incur such
costs as additional material expenses in the fourth quarter of 2004 and in
subsequent quarters, which could have a material adverse effect on our cash
flows and results of operations.
Changes in ownership of our stock could prevent us from using our consolidated
tax assets to offset future taxable income, which would materially reduce our
expected after-tax net income and cash flow from operations.
Certain existing tax assets of Metrocall and Arch, consisting principally
of tax basis in depreciable and amortizable assets, should be available to
offset our future taxable income, thereby resulting in higher after-tax cash
flow for us. These tax assets were reflected as net deferred tax assets in the
aggregate amount of $219.6 million in Arch's audited consolidated financial
statements for the fiscal year ended December 31, 2003, and $213.6 million in
its unaudited consolidated financial statements for the fiscal quarter ended
September 30, 2004, which are incorporated herein by reference to Arch's Annual
Report on Form 10-K, for the fiscal year ended December 31, 2003, filed March
1, 2004, and Amendment No. 1 on Form 10-K/A, filed April 29, 2004, and Arch's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004,
filed October 28, 2004, respectively. For further information regarding Arch's
net deferred tax assets, please refer to note 7, Income Taxes, in the notes to
Arch's audited consolidated financial statements for
4
the fiscal year ended December 31, 2003.
If we, as successor to Arch, were to undergo an "ownership change" as
defined in Section 382 of the Internal Revenue Code of 1986, as amended, also
referred to as the "Internal Revenue Code," or simply the "Code," our use of
these tax assets would be significantly restricted, which would reduce our
after-tax net income and cash flow and, consequently, restrain our ability to
fund our operations, pay down the indebtedness we incurred in connection with
the merger, and pay dividends to our stockholders.
Generally, such an ownership change would occur if the percentage of our
stock owned by any combination of our "5% shareholders," as defined in Section
382 of the Code, increased by an amount equal to 50% or more of the outstanding
shares of Arch stock since Arch emerged from bankruptcy on May 29, 2002. As of
the time of the merger, the cumulative percentage change was approximately
42.7%. Subsequent trading of our stock by our 5% shareholders will be counted
in determining whether we, as successor to Arch, have undergone an ownership
change in the future. Furthermore, beginning on May 29, 2005, the cumulative
ownership change will be measured over the trailing three-year period.
These determinations are dependent on provisions of the tax law that are
subject to varying legal and factual interpretations and on facts that are not
precisely determinable at this time. In particular, the cumulative change in
ownership may increase by reason of transactions in our common stock after the
merger, which would increase the risk that the use of our tax assets would be
limited.
We will not realize the full value of our substantial deferred tax assets
unless we generate at least $531 million in taxable income and are entitled to
use these tax assets. In the future, we may be required to record a valuation
allowance against our deferred tax assets.
We will need to generate at least $531 million in cumulative future
taxable income to fully realize the deferred tax assets that are recorded on
Arch's books. Under current accounting rules, we will be required from time to
time to consider all available positive and negative factors to determine
whether it is more likely than not that some portion or all of those deferred
tax assets will be realized in future periods, including estimated future
taxable income and any restrictions on the use of the tax attributes that give
rise to such tax assets. We expect to review our estimates and forecasts in
relation to actual results and expected trends on an ongoing basis. Any failure
to achieve, or changes in, those estimates and forecasts could result in the
need to record a valuation allowance against some or all of the deferred tax
assets. Any valuation allowance would adversely affect our results of
operations and could have a material adverse effect on the value of our common
stock.
If holders of Metrocall common shares properly demanding appraisal of their
shares prior to the time of the Metrocall stockholders meeting perfect their
appraisal rights, we may be required to pay cash for such shares which could
adversely affect our cash flows and operations.
Prior to the time of the Metrocall stockholders meeting to vote on the
merger with Arch, holders of approximately 8.04% of the fully-diluted shares of
Metrocall common stock purportedly demanded appraisal of their shares. If the
demands of these holders are valid and properly perfected under Delaware law
and not timely withdrawn, they would be entitled to be paid in cash for the
"fair value" of their shares, as determined by a court proceeding in the
Delaware Chancery Court. The "fair value" attributed to Metrocall common stock
in such a proceeding could be more than the value of the consideration offered
in exchange for Metrocall common stock in the merger. Metrocall, as our
subsidiary, would be obligated to pay the entire appraised value for such
shares in cash. We may not have sufficient available funds and may need to
obtain additional financing to pay such amounts, which financing may not be
available on commercially reasonable terms or at all. The payment of such
amounts in cash and any requirement for us to obtain additional financing could
materially adversely affect our cash flows and results of operations and the
value of our common stock.
The completion of the merger may accelerate payment obligations under Arch's
long-term incentive plan or give rise to claims for damages under agreements
related to restricted stock of Arch previously issued to certain former senior
Arch executives, which may adversely affect our cash flows and results of
operations and the value of our common stock.
Under documents governing Arch's long-term incentive plan, a "change in
control" of Arch would accelerate payment obligations to certain Arch employees
participating in such plan. If the merger were to constitute a "change in
control," the total payment obligations triggered under the terms of documents
governing such plan would be approximately $13.6 million in the aggregate as of
the completion of the merger on November 16, 2004, based on an average closing
price of $31.70 for Arch common stock over the preceding ten trading days. The
total amount of these payment obligations of Arch would, if the merger were to
be determined to constitute a "change in control," be payable in full within
thirty days after such determination.
5
Under the documents purportedly governing Arch's obligations with respect
to the 184,230 shares of restricted stock of Arch issued to the three most
senior executives of Arch, whose employment was terminated prior to the merger,
a "change in control" resulting from the merger might give rise to claims for
damages notwithstanding Arch's repurchase of all restricted stock issued to
those three executives prior to consummation of the merger.
No payment under the long-term incentive plan or in respect of claims for
damages on account of the 184,230 shares of restricted stock of Arch previously
issued to those former Arch executives has been made, other than the nominal
repurchase price paid to repurchase the shares, and we do not believe that any
"change in control" of Arch occurred as a result of the merger with Metrocall.
However, the three former Arch officers filed an arbitration claim against Arch
and certain of its subsidiaries asserting that the merger constitutes a "change
in control." The arbitration claim filed by the three former senior executives
of Arch also seeks damages relating to the 184,230 shares of Arch restricted
stock previously issued to them that were repurchased by Arch prior to the
merger at a nominal cost. If the claims made by the three former executive
officers of Arch are successful or any other Arch employees make similar claims
under the long-term incentive plan and are successful, Arch, as our subsidiary,
would be required to make additional payments under Arch's long-term incentive
plan and/or the restricted stock agreements with the three former senior
executive officers of Arch in accordance with any applicable rulings or
settlements. Such additional payments could materially increase the costs and
expenses associated with the merger and may adversely affect our cash flows and
results of operations and the value of our common stock.
Risks Related to this Offering
There was no trading market for our common stock prior to the consummation of
the merger. If an active trading market does not develop, it may be difficult
for you to sell or buy shares of our common stock and the value of your shares
may be materially adversely affected.
USA Mobility was formed by Metrocall to effect the merger and serve as the
publicly-traded parent company of Metrocall and Arch following consummation of
the merger. As a consequence, there was no trading market for our common stock
prior to the consummation of the merger. We cannot predict the extent to which
a trading market for our common stock will develop, if at all, or how liquid
any such trading market might become. As a result, it may be difficult for you
to sell or buy shares of our common stock and the value of your shares may be
materially adversely affected.
The price of our shares may experience volatility similar to that historically
experienced by Metrocall and Arch and our stock price could decline
substantially due to factors such as adverse changes in general market,
economic or industry conditions, the actions of our competitors and the sale of
common stock covered by this reoffer prospectus.
The market price of Metrocall and Arch common stock, respectively, has
historically experienced significant volatility and although it is difficult to
predict, the market price of our common stock will likely experience similar or
greater volatility than that historically experienced by Metrocall and Arch,
respectively.
Many factors may cause the market price for our common stock to decline
following this offering, including:
•
periodic variations in the actual and anticipated financial results
of our business or other companies in the wireless messaging industry;
•
downward revisions in securities analyst's estimates;
•
material announcements by us or our competitors; and
•
adverse changes in general market conditions or economic trends.
The market price for our common stock could also decline as a result of
sales by our existing stockholders of a large number of shares of our common
stock in the market after this offering or the perception that such sales may
occur. Of the estimated 29,321,552 shares of our common stock that will be
issued and outstanding or reserved for issuance following the completion of
this offering:
•
312,452 of the shares offered under this reoffer prospectus generally
will be freely tradable in the public market;
6
•
an additional approximately 675,607 shares we believe to be held by
WebLink Wireless I, L.P., one of the former significant stockholders of
Metrocall, may be sold pursuant to a resale prospectus relating to such
shares upon effectiveness of a Registration Statement on Form S-3 that
we may file for the benefit of WebLink Wireless; and
•
an additional 1,878,976 shares have been reserved for issuance under
a new equity incentive plan that we plan to adopt, which
shares we anticipate will be freely tradable upon vesting and, in the
case of any options for such shares, vesting and exercise of such
options.
The sale of all or any substantial portion of these shares at the same or
substantially at the same time could result in a material decline in the market
value of our common stock which might adversely impact our ability to sell
equity or equity-related securities in the future at a time and price that we
deem appropriate.
Transfer restrictions on our common stock could affect liquidity of our common
stock and could interfere with our efforts to raise equity capital or with a
change of control or acquisition transaction that our stockholders may favor.
To help preserve our tax assets, our amended and restated certificate of
incorporation contains substantial restrictions on the transfer of our common
stock by or to 5% shareholders, as defined in Section 382 of the Code, or to
persons who would become such 5% shareholders as a result of such transfer.
These transfer restrictions on our common stock may not have the desired
effect of preserving the use of certain of our consolidated tax attributes.
However, the transfer restrictions may restrict our ability to raise equity
capital or discourage, delay or prevent a merger, acquisition transaction or
other change of control transaction that our stockholders may consider
favorable.
Our board of directors is authorized to issue preferred stock in one or more
series, which could decrease the amount of earnings and assets available for
distribution to our common stockholders and adversely affect their voting
rights.
Our amended and restated certificate of incorporation authorizes our board
of directors to issue from time to time and without stockholder action, one or
more series of preferred stock, and to fix the relative rights and preferences
of such preferred stock. The terms of any preferred stock we may issue such as
dividend rights or the right to appoint one or more directors could reduce the
amount of earnings and assets available for distribution to our common
stockholders or otherwise adversely affect their other rights and powers,
including voting rights. Moreover, any such issuance of preferred stock may
make it more difficult or may discourage another party from acquiring us, even
if such an acquisition would be beneficial to our common stockholders.
FORWARD-LOOKING STATEMENTS
This reoffer prospectus and the documents incorporated herein by reference
contain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended. Words such as "anticipates," "expects," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict. Therefore,
actual results could differ materially from those expressed or forecasted in
any such forward-looking statements as a result of certain factors, including
those set forth in "Risk Factors," as well as those noted in the documents
incorporated herein by reference. In connection with forward-looking statements
that appear in these disclosures, investors should carefully review the factors
set forth in this prospectus under "Risk Factors" and those documents
incorporated herein by reference.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares
offered by this prospectus. All proceeds from the sale of the shares offered
hereby will be for the account of the selling shareholders, as described below.
See "Selling Shareholders" and "Plan of Distribution." However, if all of the
issued and outstanding options under the plans are exercised for cash, we would
receive aggregate proceeds of approximately $95,789. To the extent we receive
cash upon any exercise of the options, we currently expect to use that cash for
debt repayment and general corporate purposes.
7
DETERMINATION OF OFFERING PRICE
The selling shareholders may sell the shares offered by this reoffer
prospectus from time to time on the Nasdaq National Market, or otherwise, at
prices and terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. See "Selling Shareholders" and
"Plan of Distribution."
SELLING SHAREHOLDERS
The selling shareholders may sell, from time to time, an aggregate of up
to 312,452 shares issued to them pursuant to options or awards, if any, made to
such persons under the plans. The selling shareholders are as follows:
Name of Selling Stockholder
Position
Royce Yudkoff
Chairman of our Board of Directors, formerly
Chairman of the Metrocall Board of Directors
Vincent D. Kelly
President, Chief Executive Officer and a
member of our Board of Directors, formerly
President, Chief Executive Officer and a
member of the Metrocall Board of Directors
Nicholas A. Gallopo
Member of our Board of Directors, formerly a
member of the Metrocall Board of Directors
Brian O'Reilly
Member of our Board of Directors, formerly a
member of the Metrocall Board of Directors
Matthew Oristano
Member of our Board of Directors, formerly a
member of the Arch Board of Directors
William E. Redmond, Jr.
Member of our Board of Directors, formerly a
member of the Arch Board of Directors
Samme L. Thompson
Member of our Board of Directors, formerly a
member of the Arch Board of Directors
Stan F. Sech
Our Chief Operating Officer, formerly Chief
Operating Officer of Metrocall
George Z. Moratis
Our Senior Vice President Finance and
Treasurer, formerly Chief Financial Officer of
Metrocall
Paul H. Kuzia
Formerly Arch Executive Vice President of
Regulatory and Technical Affairs.
Eugene I. Davis
Formerly member of Metrocall Board of Directors
David J. Leonard
Formerly member of Metrocall Board of Directors
Steven D. Scheiwe
Formerly member of Metrocall Board of Directors
8
The following table sets forth certain information known to us with
respect to the ownership of our common stock as of November 22, 2004 by the
selling shareholders, and as adjusted to reflect the sale of all of the shares
of our common stock offered by the selling shareholders under this prospectus.
The table sets forth information for each selling shareholder as follows:
(1)
The name of the selling shareholder;
(2)
The number of shares and the percentage of our common stock the
selling shareholder beneficially owned as of November 22, 2004;
(3)
The number of shares of our common stock the selling shareholder may
sell under this prospectus; and
(4)
Assuming the selling shareholder sells all of the shares of our
common stock that he or she may sell under this prospectus, the number
of shares and the percentage of our common stock the selling shareholder
will beneficially own after completion of the offering.
Pursuant to Rule 416 under the Securities Act, the numbers in the table
below may change if additional shares of common stock become issuable upon
exercises of the options to prevent dilution to the selling shareholders
resulting from stock splits, stock dividends or similar events involving our
common stock. The number of shares beneficially owned by each selling
shareholder is determined under rules promulgated by the SEC, and it is not
necessarily indicative of beneficial ownership for any other purpose. All
information contained in the table below is based upon information provided to
us by the selling shareholders and we have not independently verified this
information.
The selling shareholders may distribute their shares, from time to time,
to affiliates, who may sell shares pursuant to this prospectus. The selling
shareholders may also transfer shares they own by gift or transfer, and upon
any such transfer the transferee could have the same right of sale as the
selling shareholder making such transfer.
Number of
Percentage of
Shares
Common Stock
Beneficially
Beneficially
Owned After All
Owned After All
Shares Underlying
Shares Underlying
Currently
Currently
Number of
Number of
Exercisable
Exercisable Options
Shares of
Shares
Securities
Options Are
Are Resold Under
Common Stock
Covered By
Underlying
Resold Under
This Reoffer
Name of Beneficial
Beneficially
This Reoffer
Unexercisable
This Reoffer
Prospectus
Owner
Owned (1)
Prospectus
Options (2)
Prospectus
(%)
Royce Yudkoff
10,815
10,815
0
0
(*
)
Vincent D. Kelly
32,428
88,708
56,280
0
(*
)
Nicholas A. Gallopo
10,809
10,809
0
0
(*
)
Brian O'Reilly
10,809
10,809
0
0
(*
)
Matthew Oristano
47,290
(3)
41,666
0
5,624
(*
)
William E. Redmond, Jr.
5,700
5,700
0
0
(*
)
Samme L. Thompson
41,666
41,666
0
0
(*
)
Stan F. Sech
0
28,140
28,140
0
(*
)
George Z. Moratis
12,972
41,112
28,140
0
(*
)
Paul H. Kuzia
600
600
0
0
(*
)
Eugene I. Davis
10,809
10,809
0
0
(*
)
David J. Leonard
10,809
10,809
0
0
(*
)
Steven D. Scheiwe
10,809
10,809
0
0
(*
)
9
(*)
Less than 1%
(1)
Based upon information furnished by the respective selling shareholders.
Under applicable regulations, shares are deemed to be beneficially owned
by a person if he or she directly or indirectly has or shares the power to
vote or dispose of the shares, whether or not he or she has any economic
interest with respect to the shares. Includes options that are
exercisable within the next 60 days.
(2)
Unexercisable options with respect to the Metrocall Holdings, Inc. 2003
Stock Option Plan shall vest and become exercisable on May 5, 2005,
subject to certain conditions.
(3)
Includes (i) 185 shares owned by the Oristano Foundation, a charitable
trust the trustees of which are members of the Oristano family and (ii) 5,439
shares owned by Alda Limited Partnership, the general partner of which is
a corporation controlled by Mr. Oristano. The shares referenced in clauses (i) and (ii) are not included
in the shares offered by this reoffer prospectus.
The address of each person listed in the table is: c/o USA Mobility, Inc.,
6677 Richmond Highway, Alexandria, Virginia 22306.
PLAN OF DISTRIBUTION
The selling shareholders may sell the shares offered by this reoffer
prospectus from time to time on the Nasdaq National Market, or otherwise, at
prices and terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. Sales of the shares offered by
this reoffer prospectus may be effected at the time of, and in connection with,
the selling shareholders' exercise of options, if any, under which we issue
such shares to the selling shareholders. The selling shareholders may employ
brokers or dealers in order to sell the shares offered by this reoffer
prospectus. Brokers or dealers engaged by the selling shareholders may arrange
for other brokers or dealers to participate. To our knowledge, no specific
brokers or dealers have been designated by the selling shareholders nor has any
agreement among the selling shareholders and any specific brokers or dealers
been entered into relating to the sale of the shares offered by this reoffer
prospectus.
We have paid all expenses relating to the filing of our registration
statement on Form S-8 of which this reoffer prospectus forms a part. The
selling shareholders will bear their own costs incidental to the sale of their
shares offered by this reoffer prospectus and brokers or dealers will receive
commissions or discounts directly from the selling shareholders or from
purchasers in amounts to be negotiated.
In connection with any sale of shares offered by this reoffer prospectus,
the selling shareholders and any brokers or dealers participating in such sales
may be deemed to be "underwriters" within the meaning of the Securities Act.
The selling shareholders may choose not to offer for sale or sell any or all of
the shares that may be offered by this reoffer prospectus.
10
DESCRIPTION OF OUR CAPITAL STOCK
This section describes the material terms of our capital stock under our
amended and restated certificate of incorporation and amended and restated
bylaws. This section also summarizes relevant provisions of the Delaware
General Corporation Law, which we refer to as "Delaware law." The terms of our
amended and restated certificate of incorporation and bylaws, as well as the
terms of Delaware law, are more detailed than the general information provided
below. Therefore, you should carefully consider the actual provisions of our
amended and restated certificate of incorporation and our amended and restated
bylaws, each of which is incorporated by reference into this reoffer
prospectus.
Authorized Capital Stock
Total Shares.
We are authorized to issue a total of 100,000,000 shares of capital stock consisting of:
•
75,000,000 shares of common stock, par value $0.0001 per share; and
•
25,000,000 shares of preferred stock, par value $0.0001 per share.
Common Stock.
As of November 22, 2004, approximately 27,500,000 shares of
our common stock were issued and outstanding or reserved for issuance to
holders of outstanding options. This number includes the 8.04% of the
fully-diluted shares of Metrocall common stock for which appraisal has
purportedly been demanded and which would otherwise be exchanged for USA
Mobility common stock. This number also includes shares of USA Mobility common
stock reserved to satisfy remaining general unsecured claims under
Arch's plan of reorganization pursuant to chapter 11
of the Bankruptcy Code. Our board of directors is expressly authorized to
provide for the classification and reclassification of any unissued shares of
common stock and the issuance thereof in one or more classes or series without
the approval of our stockholders.
Preferred Stock.
There are no shares of our preferred stock currently
outstanding. Our board of directors is expressly authorized to provide for the
classification and reclassification of any unissued shares of preferred stock
and the issuance thereof in one or more classes or series without the approval
of our stockholders.
Listing.
Our common stock is listed on the NASDAQ National Market under
the symbol "USMO."
Preemptive Rights.
The holders of our common stock or preferred stock do
not have preemptive rights to purchase or subscribe for our capital stock or
other securities.
Our Common Stock
Voting Rights.
Each outstanding share of our common stock will be
entitled to one vote per share.
Dividends.
The holders of record of our common stock will be entitled to
receive dividends, when, as, and if declared by our board of directors, out of
any assets legally available for the payment of dividends thereon.
Liquidation Rights.
In the event of our dissolution, liquidation or
winding up, subject to the rights, if any, of the holders of any outstanding
shares of USA Mobility preferred stock, holders of record of our common stock
will be entitled to receive any assets made available for distribution to our
stockholders ratably in proportion to the number of shares held by them.
Regulatory Restrictions.
Outstanding shares of our common stock may be
redeemed by action of the board of directors to the extent necessary to prevent
the loss of any governmental license or franchise, the holding of which is
conditioned upon stockholders possessing prescribed qualifications.
Transfer Restrictions.
We have certain favorable consolidated tax
attributes that may be available to offset our consolidated taxable income. In
order to reduce the possibility that certain changes in ownership could impose
limitations on the use of these tax attributes, our amended and restated
certificate of incorporation contains provisions which generally restrict
transfers by or to any 5% shareholder of our common stock or any transfer that
would cause a person or group of persons to become a 5% shareholder of our
common stock. For a more full description of these provisions, see
"Restrictions on Transfers of Common Stock; Anti-Takeover Considerations —
Transfer Restrictions," beginning on page 12. Our stockholders are advised to
carefully monitor their ownership of
11
our common stock and consult their own legal advisors and/or us to
determine whether their ownership of our common stock approaches the prescribed
level. All certificates representing our common stock offered by this
prospectus will bear a legend indicating that such shares are subject to such
transfer restrictions.
Our Preferred Stock
Our board of directors is expressly authorized, subject to limitations
prescribed by the Delaware General Corporation Law and the provisions of our
amended and restated certificate of incorporation, to provide, by resolution
and by filing a certificate of designation pursuant to the Delaware General
Corporation Law, for the issuance from time to time of the shares of preferred
stock in one or more series, to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and other rights of the shares of each such series and to fix the
qualifications, limitations and restrictions thereon, including, but without
limiting the generality of the foregoing, the following:
•
the number of shares constituting that series and the distinctive
designation of that series;
•
the dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the
relative rights of priority, if any, of payment of dividends on shares
of that series;
•
whether or not that series shall have voting rights, in addition to
the voting rights provided by law, and the terms of such voting rights;
•
whether that series shall have conversion privileges, and, if so, the
terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as our board of
directors shall determine;
•
whether or not the shares of that series shall be redeemable, and, if
so, the terms and conditions of such redemption, including the dates
upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
•
whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of
such sinking fund;
•
the rights of the shares of that series in the event of our voluntary
or involuntary liquidation, dissolution or winding up, and the relative
rights of priority, if any, of payment of shares of that series; and
•
any other relative powers, preferences, and rights of that series,
and qualifications, limitations or restrictions on that series.
Transfer Agent
The transfer agent and registrar for our capital stock is Equiserve Trust
Company, N.A.
Restrictions on Transfers of Common Stock; Anti-Takeover Considerations
Transfer Restrictions
As of September 30, 2004, Arch had recorded net deferred tax assets of
$213.6 million. Arch's tax attributes consist principally of tax basis in
depreciable and amortizable assets. Depreciating and amortizing this tax basis
over the remaining useful life of these assets will generate tax deductions
that should offset future taxable income of the combined company, resulting in
higher after-tax cash flow for us, which leaves more cash available for
dividends, stock repurchases and other corporate activities. To help preserve
these consolidated tax attributes, our amended and restated certificate of
incorporation provides for restrictions on transfer of our stock intended to
prevent Arch from indirectly experiencing an "ownership change," as such term
is defined in section 382 of the Code. See risk factors relating to these tax
assets beginning on page 4.
The restrictions on transfer of our common stock apply only to transfers
by or to a 5% shareholder of our common stock, and to transfers of our common
stock that would cause a person or group to become a 5% shareholder of our
common stock. For these purposes, the term "5% shareholder" is defined under
Section 382 of the Internal Revenue Code, as described in greater detail in the
12
risk factors beginning on page 7. After a cumulative indirect ownership
change of Arch of more than 45% since its emergence from bankruptcy proceedings
in May 2002 (as determined by taking into account all relevant transfers of the
stock of Arch prior to the merger, including transfers pursuant to the merger)
through a transfer of our common stock, any transfer of our common stock by or
to a 5% shareholder of our common stock or any transfer that would cause a
person or group of persons to become a 5% shareholder of our common stock, will
be prohibited unless the transferee or transferor provides notice of the
transfer to us and our board of directors determines in good faith that the
transfer (1) would not result in a cumulative indirect ownership change of Arch
of more than 47% or (2) would not increase the cumulative indirect ownership
change of Arch. Prior to a cumulative indirect ownership change of Arch of more
than 45%, transfers of our common stock will not be prohibited except to the
extent that they result in a cumulative indirect ownership change of Arch of
more than 47%, but any transfer by or to a 5% shareholder of our common stock
or any transfer that would cause a person or group of persons to become a 5%
shareholder of our common stock requires a notice to us. Similar restrictions
apply to the issuance or transfer of an option to purchase our common stock if
the exercise of the option would result in a transfer that would be prohibited
pursuant to the restrictions described above. These restrictions will remain in
effect until the earliest of (a) the repeal of Section 382 of the Code (or any
comparable successor provision) and (b) the date on which the limitation amount
imposed by Section 382 of the Code in the event of an ownership change of Arch
would not be less than Arch's net operating loss carry forward and net
unrealized built-in loss. Transfers by or to us and any transfer pursuant to a
merger approved by our board of directors or any tender offer to acquire all of
our outstanding stock where a majority of the shares have been tendered will be
exempt from these restrictions.
The cumulative change in ownership as of the time of the merger was
approximately 42.7%. The determination of this percentage ownership change is
dependent on provisions of the tax law that are subject to varying legal and
factual interpretations and on facts that are not precisely determinable at
this time.
Subsequent trading of our stock by our 5% shareholders will be counted in
determining whether we, as successor to Arch, have undergone an ownership
change in the future. Furthermore, beginning on May 29, 2005, cumulative
ownership change will be measured over the trailing three-year period. The
cumulative change in ownership may increase by reason of transactions in our
common stock after the merger, which would increase the risk that the use of
our tax assets would be limited. Any such increases in the cumulative change in
ownership would increase the risk that, upon consummation of the merger, the
transfer restrictions would apply to transfers of our common stock by or to 5%
shareholders, or to persons who would become 5% shareholders as a result of
such transfer.
Anti-Takeover Considerations
Our amended and restated certificate of incorporation and amended and
restated by-laws contain a number of provisions which may have the effect of
discouraging transactions that involve an actual or threatened change of
control of us. For a description of the provisions, see "— Transfer
Restrictions" above.
Under the Delaware business combination statute, a corporation is
prohibited from engaging in any business combination with an interested
stockholder who, together with its affiliates or associates, owns, or who is an
affiliate or associate of the corporation and within a three-year period did
own, 15% or more of the corporation's voting stock for a three-year period
following the time the stockholder became an interested stockholder, unless:
•
prior to the time the stockholder became an interested stockholder,
the board of directors of the corporation approved either the business
combination or the transaction which resulted in the stockholder
becoming an interested stockholder;
•
the interested stockholder owned at least 85% of the voting stock of
the corporation, excluding specified shares, upon consummation of the
transaction which resulted in the stockholder becoming an interested
stockholder; or
•
at or subsequent to the time the stockholder became an interested
stockholder, the business combination is approved by the board of
directors of the corporation and authorized by the affirmative vote, at
an annual or special meeting and not by written consent, of at least 66
2/3% of the outstanding voting shares of the corporation, excluding
shares held by that interested stockholder.
A business combination generally includes:
•
mergers, consolidations and sales or other dispositions of 10% or
more of the assets of a corporation to or with an interested
13
stockholder;
•
specified transactions resulting in the issuance or transfer to an
interested stockholder of any capital stock of the corporation or its
subsidiaries; and
•
other transactions resulting in a disproportionate financial benefit
to an interested stockholder.
The provisions of the Delaware business combination statute do not apply
to a corporation if, subject to requirements set forth in the statute, the
certificate of incorporation or by-laws of the corporation contain a provision
expressly electing not to be governed by the provisions of the statute or the
corporation does not have voting stock listed on a national securities
exchange, authorized for quotation on an inter-dealer quotation system of a
registered national securities association or held of record by more than 2,000
stockholders.
We have not adopted any provision in our amended and restated certificate
of incorporation or amended and restated bylaws to "opt-out" of the Delaware
business combination statute and the statute will be applicable to business
combinations involving us.
Repurchase of Unvested Shares of our Common Stock issued under the Arch 2002
Stock Incentive Plan upon Certain Events
Under its 2002 Stock Incentive Plan, Arch issued 950,000 "restricted"
shares to certain members of Arch management. As of the time of the merger,
633,998 shares had vested, 184,230 unvested shares had been repurchased by
Arch, 79,000 unvested shares were in process of being repurchased and 52,772
shares are scheduled to vest on May 29, 2005. As a result of the merger, each
restricted share issued and outstanding under the Arch 2002 Stock Incentive
Plan was converted into a share of USA Mobility common stock subject to like
restrictions, including possible repurchase of unvested shares, that were
applicable to such shares prior to the merger. Any unvested shares granted
under the 2002 Arch Stock Incentive Plan are currently subject to repurchase at
the issue price of $0.001 per share if the employment of an employee entitled
to such grant is terminated for any reason. Generally, this repurchase option
expires 45 days after termination of the applicable employee's employment.
WHERE YOU CAN FIND MORE INFORMATION
We will file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file at the SEC's Public Reference Rooms in Washington,
D.C., New York, New York and Chicago, Illinois. The Public Reference Room in
Washington, D.C. is located at 450 Fifth Street, N.W. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings (which do not include those
documents identified as being "furnished" to the SEC, unless expressly
incorporated by reference) made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") until our
offering is completed.
(1) Metrocall's Annual Report on Form 10-K, for the fiscal year ended
December 31, 2003 filed March 25, 2004, and Amendment No. 1 on Form 10-K/A
filed April 29, 2004;
(2) Arch's Annual Report on Form 10-K, for the fiscal year ended December
31, 2003 filed March 1, 2004, and Amendment No. 1 on Form 10-K/A filed April
29, 2004;
(3) Metrocall's Quarterly Report on Form 10-Q, for the fiscal quarter
ended March 31, 2004 filed May 10, 2004, Amendment No. 1 on Form 10-Q/A filed
June 11, 2004, and Amendment No. 2 filed July 16, 2004;
(4) Metrocall's Quarterly Report on Form 10-Q, for the fiscal quarter
ended June 30, 2004 filed August 6, 2004 and Amendment No. 1 on Form 10-Q/A
filed August 20, 2004;
(5) Metrocall's Quarterly Report on Form 10-Q, for the fiscal quarter
ended September 30, 2004 filed November 5, 2004;
14
(6) Arch's Quarterly Report on Form 10-Q, for the fiscal quarter ended
March 31, 2004 filed May 6, 2004;
(7) Arch's Quarterly Report on Form 10-Q, for the fiscal quarter ended
June 30, 2004 filed August 3, 2004;
(8) Arch's Quarterly Report on Form 10-Q, for the fiscal quarter ended
September 30, 2004 filed October 28, 2004
(9) Metrocall's Current Report on Form 8-K filed November 18, 2003 and an
amendment thereto filed January 20, 2004;
(10) Metrocall's Current Reports on Form 8-K filed March 16, 2004, March
31, 2004, May 6, 2004, May 10, 2004, May 17, 2004, May 25, 2004, June 2, 2004,
July 1, 2004, October 12, 2004, October 14, 2004, October 21, 2004, November 1,
2004, November 4, 2004, November 9, 2004 and November 9, 2004;
(11) Arch's Current Reports on Form 8-K filed March 31, 2004, October 12,
2004, October 21, 2004, and October 28, 2004;
(12) Arch's Current Report on Form 8-K filed November 9, 2004 and an
amendment thereto filed November 9, 2004; and
(13) The Registrant's amended and restated certificate of incorporation
and the Registrant's amended and restated bylaws are contained in the
Registrant's Current Report on Form 8-K filed November 17, 2004; and
(14) Our
Current Reports on Form 8-K filed November 17, 2004 and an
amendment thereto filed November 23, 2004; and
(15) Our
Current Report on Form 8-K filed November 22, 2004.
All documents subsequently filed by the Registrant with the Securities and
Exchange Commission under Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all of the securities
then remaining unsold, shall be deemed to be incorporated by reference in this
reoffer prospectus and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference herein as
set forth above shall be deemed to be modified or superseded for purposes of
this reoffer prospectus to the extent that a statement contained herein or in
any other subsequently filed document incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
USA Mobility, Inc.
6677 Richmond Highway
Alexandria, Virginia 22306
Telephone: (703) 718-6600
LEGAL MATTERS
Certain legal matters relating to the validity of the securities offered
hereby have been passed upon for USA Mobility by Schulte Roth & Zabel LLP, 919
Third Avenue, New York, New York.
EXPERTS
The consolidated balance sheet of Metrocall Holdings, Inc. at December 31,
2003 and December 31, 2002, and the related consolidated statements of
operations, stockholders' equity/(deficit) and cash flows for the year ended
December 31, 2003, the period from October 8, 2002 through December 31, 2002,
and the period from January 1, 2002 through October 7, 2002 (Predecessor
Company), and the financial statement schedule for the year ended December 31,
2003, the period from October 8, 2002 through December 31, 2002, and the period
from January 1, 2002 through October 7, 2002 (Predecessor Company), appearing
in Metrocall Holdings, Inc. Annual Report on Form 10-K for the year ended
December 31, 2003, have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their report thereon,
included therein and incorporated herein by reference. Such consolidated
financial statements and schedule are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
15
The consolidated statements of operations, stockholders' equity/(deficit)
and cash flows for the year ended December 31, 2001, appearing in Metrocall Holdings, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 2003 were previously
audited by Arthur Andersen LLP and their report thereon has not been reissued
by them.
Because Arthur Andersen LLP has not reissued their report and because we
are unable to obtain a consent from Arthur Andersen LLP, you will be unable to
sue Arthur Andersen LLP under the Securities Act for material misstatements or
omissions, if any, in this Registration Statement and incorporated herein by
reference, including the financial statements covered by their previously
issued report. We believe that it is unlikely that you would be able to recover
damages from Arthur Andersen LLP for any claim against them.
The consolidated balance sheet of WebLink Wireless, Inc. as of December
31, 2002, and the related consolidated statements of operations, stockholders'
equity (deficit), and cash flows for the periods from January 1, 2002 through
September 8, 2002 (Predecessor Company), and September 9, 2002 through December
31, 2002, appearing in an amendment filed on January 20, 2004 to Metrocall's
Current Report on Form 8-K filed November 18, 2003, have been audited by KPMG
LLP, independent auditors, as set forth in their report thereon, included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
The financial statements of Arch Wireless, Inc. as of December 31, 2003
and December 31, 2002, for the year ended December 31, 2003 and for the period
from January 1, 2002 to May 31, 2002 and for the period from June 1, 2002 to
December 31, 2002 incorporated in this prospectus by reference to the Annual
Report on Form 10-K of Arch Wireless, Inc. have been so incorporated in
reliance on the reports (which contains an explanatory paragraph relating to
Arch Wireless, Inc.'s adoption of fresh-start accounting as described in Note 3
to the financial statements) of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
The financial statements of Arch Wireless, Inc. for the year ended
December 31, 2001 prior to the revision discussed in Note 1 to the 2002
financial statements incorporated in this prospectus by reference to the Annual
Report on Form 10-K of Arch Wireless, Inc. for the year ended December 31, 2003
were audited by Arthur Andersen LLP, independent accountants, who have ceased
operations. Arthur Andersen LLP expressed an unqualified opinion on those
financial statements in their report dated March 7, 2002 (except for the
matters discussed in Note 15 to the 2001 financial statements as to which the
date is May 29, 2002). The report of Arthur Andersen LLP is a copy of a report
previously issued by Arthur Andersen LLP, which has not been reissued by Arthur
Andersen LLP.
16
USA Mobility, Inc.
312,452 Shares
Common Stock
REOFFER PROSPECTUS
November 23, 2004
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
The following documents, which have been filed by the Registrant,
Metrocall Holdings, Inc. (SEC file number 0-21924) and Arch Wireless, Inc. (SEC
file number 0-23232) with the Securities and Exchange Commission are
incorporated by reference into this Registration Statement and shall be deemed
to be a part hereof:
(1) Metrocall's Annual Report on Form 10-K, for the fiscal year ended
December 31, 2003 filed March 25, 2004, and Amendment No. 1 on Form 10-K/A
filed April 29, 2004;
(2) Arch's Annual Report on Form 10-K, for the fiscal year ended
December 31, 2003 filed March 1, 2004, and Amendment No. 1 on Form 10-K/A
filed April 29, 2004;
(3) Metrocall's Quarterly Report on Form 10-Q, for the fiscal quarter
ended March 31, 2004 filed May 10, 2004, Amendment No. 1 on Form 10-Q/A filed
June 11, 2004, and Amendment No. 2 on Form 10-Q/A filed July 16, 2004;
(4) Metrocall's Quarterly Report on Form 10-Q, for the fiscal quarter
ended June 30, 2004 filed August 6, 2004 and Amendment No. 1 on Form 10-Q/A
filed August 20, 2004;
(5) Metrocall's Quarterly Report on Form 10-Q, for the fiscal quarter
ended September 30, 2004 filed November 5, 2004;
(6) Arch's Quarterly Report on Form 10-Q, for the fiscal quarter ended
March 31, 2004 filed May 6, 2004;
(7) Arch's Quarterly Report on Form 10-Q, for the fiscal quarter ended
June 30, 2004 filed August 3, 2004;
(8) Arch's Quarterly Report on Form 10-Q, for the fiscal quarter ended
September 30, 2004 filed October 28, 2004;
(9) Metrocall's Current Report on Form 8-K filed November 18, 2003 and
an amendment thereto filed January 20, 2004;
(10) Metrocall's Current Reports on Form 8-K filed March 16, 2004, March
31, 2004, May 6, 2004, May 10, 2004, May 17, 2004, May 25, 2004, June 2,
2004, July 1, 2004, October 12, 2004, October 14, 2004, October 21, 2004,
November 1, 2004, November 4, 2004, November 9, 2004 and November 9, 2004;
(11) Arch's Current Reports on Form 8-K filed March 31, 2004, October
12, 2004, October 21, 2004, and October 28, 2004;
(12) Arch's Current Report on Form 8-K filed November 9, 2004 and an
amendment thereto filed November 9, 2004;
(13) The Registrant's amended and restated certificate of incorporation
and the Registrant's amended and restated bylaws are contained in the
Registrant's Current Report on Form 8-K filed November 17, 2004; and
(14)
Our Current Reports on Form 8-K filed November 17, 2004 and an
amendment thereto filed November 23, 2004; and
(15)
Our Current Report on Form 8-K filed November 22, 2004.
All documents subsequently filed by the Registrant with the Securities and
Exchange Commission under Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all of the securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference herein as
set forth above shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
II-1
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Limitations of Personal Liability of Directors and Officers
Delaware law provides that a corporation may include in its certificate of
incorporation a provision limiting or eliminating the liability of its
directors to the corporation and its stockholders for monetary damages arising
from a breach of fiduciary duty, except for:
•
a breach of the duty of loyalty to the corporation or its stockholders;
•
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
•
payment of a dividend or the repurchase or redemption of stock in violation of Delaware law; or
•
any transaction from which the director derived an improper personal benefit.
The USA Mobility amended and restated certificate of incorporation
provides that, to the fullest extent Delaware law permits the limitation or
elimination of the liability of directors, no director of USA Mobility will be
liable to USA Mobility or its stockholders for monetary damages for breach of
fiduciary duty as a director.
Indemnification of Directors and Officers
Under Delaware law, a corporation generally may indemnify directors and
officers in connection with actions or proceedings in which they are involved
by reason of their positions as director and officers of the corporation:
•
for actions taken in good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interests of the corporation; and
•
with respect to any criminal proceeding, they had no reasonable cause to
believe that their conduct was unlawful.
In addition, Delaware law provides that a corporation may advance to a
director or officer expenses incurred in defending any action upon receipt of
an undertaking by the director or officer to repay the amount advanced if it is
ultimately determined that he or she is not entitled to indemnification.
A corporation subject to Delaware law may also purchase and maintain
insurance on behalf of directors, officers, employees, and agents, even if that
corporation would not have the power under Delaware law to indemnify such
persons under the particular liability insured against.
The USA Mobility amended and restated certificate of incorporation and
amended and restated by-laws provide that any person who was or is a party or
is threatened to be a party to, or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, because
that person is or was a director or officer, or is or was serving at the
request of USA Mobility as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise, will
be indemnified and held harmless by USA Mobility to the fullest extent
permitted by Delaware law. The indemnification rights conferred by USA Mobility
are not exclusive of any other right to which persons seeking indemnification
may be entitled under any statute, USA Mobility's amended and restated
certificate of incorporation or amended and restated by-laws, any agreement,
vote of stockholders or disinterested directors or otherwise. USA Mobility is
authorized to purchase and maintain insurance on behalf of its directors and
officers.
In addition, USA Mobility must advance expenses incurred by its directors
and officers in defending a civil or criminal action, suit or proceeding
because they are directors or officers in advance of the final disposition of
the action, suit or proceeding. The payment of expenses will be made only if
USA Mobility receives an undertaking by or on behalf of a director or officer
to repay all amounts advanced if it is ultimately determined that the director
or officer is not entitled to be
II-2
indemnified by USA Mobility, as authorized by USA Mobility's amended and
restated certificate of incorporation and amended and restated by-laws. USA
Mobility will honor existing indemnification agreements of current and former
directors and officers of Metrocall and Arch and their subsidiaries and, for
six years following the merger, indemnify all current and former officers and
directors of Metrocall and Arch and their subsidiaries in accordance with
indemnification provisions of the USA Mobility, Metrocall or Arch certificate
of incorporation, and that the terms of the indemnification provisions of the
certificates of incorporation will not be amended, repealed, or otherwise
modified during the six-year period after the merger. In addition, for six
years after the merger, USA Mobility will cause to be maintained liability
insurance coverage with respect to matters arising at or prior to the merger
for each current or former officer or director of Metrocall or Arch or any of
their subsidiaries, in amounts and on terms not materially less advantageous
than the coverage provided prior to the merger. USA Mobility, Metrocall or Arch
will also pay all reasonable expenses incurred by any individual in enforcing
his or her rights to indemnification and insurance coverage under the terms of
the merger agreement.
Furthermore, pursuant to indemnification agreements entered into between
the Registrant and each of its directors and officers, the Registrant agreed to
indemnify such persons to the fullest extent permitted by Delaware law, as the
same may be amended from time to time.
The foregoing statements are subject to the detailed provisions of Section
145 of the Delaware General Corporation Law, the amended and restated
certificate of incorporation and amended and restated by-laws of the Registrant
and the form of indemnification agreement.
The Registrant's Executive and Organizational Liability Insurance Policy
is designed to reimburse the Registrant for any payments made by it pursuant to
the foregoing indemnification.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
Description of Document
4.1
Form of Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Current Report on Form 8-K filed November 17, 2004)
4.2
Form of Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 to the Registrant's Current
Report on Form 8-K filed November 17, 2004)
4.3
Specimen certificate of Registrant common stock, par value
$0.0001 per share (incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-4, Registration No.
333-115769)
5.1
Opinion of Schulte Roth & Zabel LLP
23.1
Consent of Ernst & Young LLP
23.2
Consent of PricewaterhouseCoopers LLP
23.3
Consent of KPMG LLP
23.4
Consent of Schulte Roth & Zabel LLP (included in Exhibit 5.1)
99.1
Metrocall Holdings, Inc. 2003 Stock Option Plan
99.2
Arch Wireless, Inc. 2002 Stock Incentive Plan
99.3
Form of Indemnification Agreement between the Registrant and
its directors and executive officers (incorporated by reference to
Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed
November 17, 2004)
99.4
Power of Attorney
II-3
Item 9 Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement- notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
this Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however
, that paragraphs (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Alexandria, State of Virginia, on this 23rd day
of November, 2004.
USA MOBILITY, INC.
By:
/s/ Vincent D. Kelly
Vincent D. Kelly
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated, on this 23rd day of November, 2004.
Name and Signature
Title
Date
/s/ Vincent D. Kelly
Director, President and
November 23, 2004
Chief Executive Officer
Vincent D. Kelly
(principal executive officer)
/s/ George W. Hale
Chief Accounting Officer
November 23, 2004
(principal financial and accounting
George W. Hale
officer)
Royce Yudkoff*
Chairman of the Board of Directors
November 23, 2004
Royce Yudkoff
David C. Abrams*
Director
November 23, 2004
David C. Abrams
James V. Continenza*
Director
November 23, 2004
James V. Continenza
Nicholas O. Gallopo*
Director
November 23, 2004
Nicholas O. Gallopo
Matthew Oristano*
Director
November 23, 2004
Matthew Oristano
Brian O'Reilly*
Director
November 23 2004
Brian O'Reilly
William E. Redmond, Jr.*
Director
November 23, 2004
William E. Redmond, Jr.
Samme L. Thompson*
Director
November 23, 2004
Samme L. Thompson
*Executed by Vincent D. Kelly as Attorney-in-fact. Original powers of attorney
authorizing Vincent D. Kelly and George W. Hale and each of them to sign this
Registration Statement and amendments hereto on behalf of the directors of USA
Mobility indicated above are held by USA Mobility and available for examination
pursuant to Item 302(b) of Regulation S-T.
II-5
INDEX TO EXHIBITS
Exhibit No.
Description of Document
4.1
Form of Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Current Report on Form 8-K filed November 17, 2004)
4.2
Form of Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 to the Registrant's Current
Report on Form 8-K filed November 17, 2004)
4.3
Specimen certificate of Registrant common stock, par value
$0.0001 per share (incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-4, Registration No.
333-115769)
5.1
Opinion of Schulte Roth & Zabel LLP
23.1
Consent of Ernst & Young LLP
23.2
Consent of PricewaterhouseCoopers LLP
23.3
Consent of KPMG LLP
23.4
Consent of Schulte Roth & Zabel LLP (included in Exhibit 5.1)
99.1
Metrocall Holdings, Inc. 2003 Stock Option Plan
99.2
Arch Wireless, Inc. 2002 Stock Incentive Plan
99.3
Form of Indemnification Agreement between the Registrant and
its directors and executive officers (incorporated by reference to
Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed
November 17, 2004)
99.4
Power of Attorney
II-6