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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 30, 2001
Arch Wireless, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-23232/001-14248 31-1358569
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Numbers) Identification No.)
1800 West Park Drive, Suite 250 01581
Westborough, MA
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 870-6700
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Item 5. OTHER EVENTS.
COMPLETION OF SMR LICENSE TRANSFER TO NEXTEL
On May 30, 2001, Arch Wireless, Inc. ("Arch") completed the transfer of
certain 800 and 900 MHz Specialized Mobile Radio channel licenses (the "SMR
Licenses") to an affiliate of Nextel Communications, Inc. in satisfaction of the
previously announced agreement between the two companies. The transfer followed
receipt of regulatory approval from the Federal Communications Commission (the
"FCC") on May 25, 2001.
In February 2001, pursuant to the terms of the agreement and pending
regulatory approval of the transfer, the Nextel affiliate made two loans to AWI
Spectrum Co., LLC, an indirect subsidiary of Arch ("Spectrum"): a secured loan
in the principal amount of $175 million and an unsecured loan in the principal
amount of $75 million, each of which bore interest at LIBOR plus 3.25%.
Spectrum used the proceeds from the $175 million secured loan to purchase
the SMR Licenses from the subsidiary of Arch that held the SMR Licenses. A
substantial portion of the proceeds from the $75 million unsecured loan from the
Nextel affiliate was used by Spectrum to purchase shares of Series F 12%
Redeemable Cumulative Junior Preferred Stock of Arch (the "Series F Preferred
Stock").
Following FCC approval, the Nextel affiliate acquired the SMR Licenses from
Spectrum for an aggregate purchase price of $175 million. The principal amount
of the secured loan was repaid by Spectrum by offsetting the purchase price for
the SMR Licenses against such loan. Spectrum also delivered 43,219 shares of
Series F Preferred Stock in satisfaction of the accrued interest on the secured
loan. The principal amount and accrued interest under the $75 million unsecured
loan was repaid by Spectrum through the exchange of 750,000 shares of Series F
Preferred Stock. The transfers of the SMR Licenses and the shares of Series F
Preferred Stock satisfied all of Arch's loan obligations under the secured and
unsecured loans.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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99.1 Press release dated May 31, 2001 announcing the completion
by the Registrant of the sale of SMR spectrum licenses to
Nextel Communications, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 12, 2001 ARCH WIRELESS, INC.
By: /s/ Gerald J. Cimmino
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Name: Gerald J. Cimmino
Title: Vice President and Treasurer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press release dated May 31, 2001 announcing the completion
by the Registrant of the sale of SMR spectrum licenses to
Nextel Communications, Inc.