Spok (SPOK) 10-K/A 2005 FY Annual report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 1

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13

OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year EndedDecember 31, 2005
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission file number 0-51027

USA Mobility, Inc.

(Exact name of Registrant as specified in its Charter)

DELAWARE	16-1694797
(State of incorporation)	(I.R.S. Employer Identification No.)
6677 Richmond Highway Alexandria, Virginia (address of principal executive offices)	22306 (Zip Code)

(703) 660-6677

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE

SECURITIES EXCHANGE ACT OF 1934:

None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934:

Class A Common Stock Par Value $0.0001 Per Share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Securities Exchange Act of 1934. (Check one):

Large Accelerated Filer þ     Accelerated Filer o     Non-accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

The aggregate market value of the common stock held by non-affiliates of the Registrant was $723,415,397 based on the closing price of $29.36 per share on the NASDAQ National Market on June 30, 2005.

The number of shares of Registrant’s common stock outstanding on May 19, 2006 was 27,346,978

EXPLANATORY NOTE

We are filing this Amendment No. 1 to ourForm 10-K to update the information in Item 11. “Executive Compensation,” under the subheading “Summary Compensation Table” for 2005 bonuses paid subsequent to the filing of ourForm 10-K, and for errors made in reporting the amounts of restricted stock awarded in 2003 and 2004. As required byRule 12b-15 of the Exchange Act, new certifications by our principal executive officer and principal financial officer are being filed as exhibits herewith, and as such, we have also included the Exhibit Index as part of this Amendment No. 1. As further required byRule 12b-15, this Amendment No. 1 sets forth the complete text of the amended item.

This Amendment No. 1 does not affect any other section of theForm 10-K not otherwise discussed herein and continues to speak as of the date of theForm 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Registrant’s other filings made with the Securities and Exchange Commission subsequent to the filing of theForm 10-K.

ITEM 11.   EXECUTIVE COMPENSATION

The following table sets forth the cash and non-cash compensation paid or incurred on our behalf to our Chief Executive Officer and the other most highly compensated executive officers of the Company (the “Named Executive Officers”), whose annual compensation equaled or exceeded $100,000 as of December 31, 2005.

Summary Compensation Table

											Long-Term Compensation
			Annual Compensation								Awards						Payouts
								Other			Restricted			Securities
	For the Year							Annual			Stock			Underlying			LTIP		All Other
	Ended		Salary		Bonus			Compensation			Awards			Options			Payouts		Compensation(d)
Name and Principal Position	December 31,		($)(a)		($)(a)(b)			($)			($)(c)			(#)			($)		($)
Vincent D. Kelly		2005		600,000		1,020,000	(q)		—			600,000	(e)		—			—		4,892
President and Chief		2004		558,192		530,000			—			—			—			—		1,002,229	(f)
Executive Officer		2003		511,502		1,590,000			—			—			60,000	(g)		—		4,308
Thomas L. Schilling(h)		2005		288,462		225,000	(q)		50,000	(p)		225,000	(i)							2,077
Chief Financial Officer		2004		—		—			—			—			—			—		—
		2003		—		—			—			—			—			—		—
Peter C. Barnett		2005		248,539		187,500	(q)		—			187,500	(j)		—			—		7,546
Chief Operating Officer		2004		218,676		149,625			—			44,814	(k)		—			—		6,812
		2003		210,017		562,500			—			12,564	(k)		—			—		6,477
Scott B. Tollefsen(l)		2005		143,269		92,969	(q)		25,000	(p)		109,400	(m)		—			—		—
General Counsel		2004		—		—			—			—			—			—		—
		2003		—		—			—			—			—			—		—
James H. Boso		2005		170,000		72,250	(q)		—			85,000	(n)		—			—		8,301
Executive Vice		2004		176,538		20,000			—			—			—			—		8,678
President of Sales		2003		170,000		70,700			—			—			—			—		9,675
Mark Garzone(o)		2005		—		—			—			—			—			—		—
Executive Vice		2004		—		—			—			—			—			—		—
President of Marketing		2003		—		—			—			—			—			—		—

(a)	Unless otherwise indicated, represents amounts paid by the Company in 2005 or by Arch or Metrocall, as applicable, to each of the Named Executive Officers in the year specified.
(b)	Includes bonuses earned in the year indicated, whether paid in the year indicated or the following year.
(c)	2005 amounts represent restricted stock granted on June 7, 2005 under the USA Mobility, Inc. Equity Incentive Plan. Amount of award based on the number of shares awarded multiplied by the closing stock price on the date of award ($26.78).
(d)	Includes allocation of employer contribution under the USA Mobility, Arch or Metrocall Savings and Retirement Plans, travel and phone allowances and other costs.

1

(e)	As of December 31, 2005, Mr. Kelly held 22,405 shares of restricted stock. On November 2, 2005, the Board of Directors amended the vesting schedule for the restricted stock. The vesting date for the initial two-thirds of the restricted shares is January 1, 2007, and the remainder will vest ratably over the course of the next year. At December 31, 2005 the aggregate market value of these shares was approximately $621,000.
(f)	Includes $1,000,000 bonus paid to Mr. Kelly by the Company as a result of the completion of the merger between Arch and Metrocall.
(g)	Represents options granted for the purchase of Metrocall common stock in fiscal year 2003. Holders of unexercised options to purchase Metrocall common stock received options to purchase 1.876 shares of USA Mobility, Inc. common stock at an exercise price equal to the exercise price per share of Metrocall common stock divided by 1.876.
(h)	Mr. Schilling joined the Company in January 2005 and, accordingly, no compensation information has been provided for 2004 and 2003, as it is not applicable.
(i)	As of December 31, 2005, Mr. Schilling held 8,402 shares of restricted stock. On November 2, 2005, the Board of Directors amended the vesting schedule for the restricted stock. The vesting date for the initial two-thirds of the restricted shares is January 1, 2007, and the remainder will vest ratably over the course of the next year. At December 31, 2005 the aggregate market value of these shares was approximately $233,000.
(j)	As of December 31, 2005, Mr. Barnett held 7,020 shares of restricted stock. On November 2, 2005, the Board of Directors amended the vesting schedule for the restricted stock. The vesting date for the initial two-thirds of the restricted shares is January 1, 2007, and the remainder will vest ratably over the course of the next year. At December 31, 2005 the aggregate market value of these shares was approximately $195,000.
(k)	Represents restricted stock awards granted in the respective year. Amount of award based on the number of shares awarded multiplied by the Arch closing stock price on the date of award. Shares of Arch common stock were exchanged one for one for shares of common stock of USA Mobility, Inc. on November 16, 2004. As of December 31, 2005, these awards were fully vested.
(l)	Mr. Tollefsen joined the Company in May 2005 and, accordingly, no compensation information has been provided for 2004 and 2003, as it is not applicable.
(m)	As of December 31, 2005, Mr. Tollefsen held 4,095 shares of restricted stock. On November 2, 2005, the Board of Directors amended the vesting schedule for the restricted stock. The vesting date for the initial two-thirds of the restricted shares is January 1, 2007, and the remainder will vest ratably over the course of the next year. At December 31, 2005 the aggregate market value of these shares was approximately $113,500.
(n)	As of December 31, 2005, Mr. Boso held 3,174 shares of restricted stock. On November 2, 2005, the Board of Directors amended the vesting schedule for the restricted stock. The vesting date for the initial two-thirds of the restricted shares is January 1, 2007, and the remainder will vest ratably over the course of the next year. At December 31, 2005 the aggregate market value of these shares was approximately $88,000.
(o)	Mr. Garzone joined the Company in January 2006 and, accordingly, no compensation information has been provided as it is not applicable.
(p)	Signing bonus.
(q)	Bonuses for 2005 were paid in June 2006 after filing of the Annual Report onForm 10-K for the year ended December 31, 2005.

Option Grants in Fiscal 2005

There were no options granted in fiscal 2005 by the Company.

2

Aggregated Option Exercises in Fiscal 2005 and Fiscal Year-End Option Values

The following table shows information regarding option exercises by the Company’s Named Executive Officers during the fiscal year ended December 31, 2005, and the value and number of options to purchase our Common Stock unexercised and outstanding as of December 31, 2005. Also included is the value and number of exercisable and unexercisable options held as of December 31, 2005 by such Named Executive Officers:

•  “Exercise” means an employee’s acquisition of shares of Common Stock, “exercisable” means options to purchase shares of Common Stock which have already vested and which are subject to exercise, and “unexercisable” means all other options to purchase shares of Common Stock which have not vested.

•  The values for“in-the-money” options are calculated by determining the difference between the fair market value of the securities underlying the options as of December 31, 2005 ($27.72 per share) and the exercise price of the Named Executive Officer’s options.

					Number of Securities				Value of Unexercised
					Underlying				In-the-Money
	Shares		Value		Unexercised Options at				Options at Fiscal
	Acquired on		Realized		Fiscal Year-End (#)				Year-End ($)
Name	Exercise (#)		($)		Exercisable		Unexercisable		Exercisable		Unexercisable
Vincent D. Kelly		56,280		1,480,595		—		—		—		—
Thomas L. Schilling		—		—		—		—		—		—
Peter C. Barnett		—		—		—		—		—		—
Scott B. Tollefsen		—		—		—		—		—		—
James H. Boso		14,070		341,525		—		—		—		—
Mark Garzone		—		—		—		—		—		—

USA Mobility, Inc. Equity Incentive Plan

The USA Mobility, Inc. Equity Incentive Plan allows for the grant of up to 1,878,976 shares of various forms of equity based compensation to our eligible employees and outside directors of the Company, including options, restricted stock, and restricted stock units. The Company awarded 103,937 shares of restricted stock to certain eligible employees in 2005. Any unvested shares granted under the Equity Incentive Plan are forfeited if the participant terminates employment with the Company. In 2005, 15,835 shares were forfeited. As of December 31, 2005, there were 58,764 remaining shares scheduled to vest on January 1, 2007 and the remaining 29,338 shares are scheduled to vest ratably over the course of the next year, such that all shares awarded are scheduled to vest fully by January 1, 2008.

Arch Wireless, Inc. 2002 Stock Incentive and Metrocall Holdings, Inc. 2003 Stock Option Plans

Both Arch and Metrocall had incentive stock or stock options programs in place at the time of the merger. Restricted stock and options outstanding under these programs were converted into restricted common stock and options to purchase shares of the Company’s common stock. Other than the shares identified on the following table, there will be no future issuances under these plans.

3

Equity Compensation Plan Information

The following table sets forth, as of December 31, 2005, the number of securities outstanding under our equity compensation plans, the weighted average exercise price of such securities and the number of securities available for grant under these plans:

	Number of Shares
	to be Issued upon				Number of Securities
	Exercise of		Weighted-Average		Remaining Available
	Outstanding		Exercise Price of		for Future Issuance
	Options,		Outstanding		under Equity
	Warrants and		Options,		Compensation Plans
	Rights		Warrants and		(Excluding
Plan Category	(a)		Rights		Column (a))
Equity Compensation Plans Approved by Shareholders
USA Mobility, Inc. Equity Incentive Plan(1)		—		—		1,790,874
Arch Wireless, Inc. 2002 Stock Incentive Plan		1,981	$	0.001		—
Metrocall Holdings, Inc. 2003 Stock Option Plan		—	$	0.302		—
Equity Compensation Plans Not Approved by Shareholders
None		—		—		—
Total		1,981				1,790,874

(1) The USA Mobility, Inc. Equity Incentive Plan provides that Common Stock authorized for issuance under the plan may be issued in the form of options and restricted stock.

EMPLOYMENT AGREEMENT AND ARRANGEMENTS

Vincent D. Kelly

Mr. Kelly entered into an employment agreement with the Company on November 15, 2004. The initial term of the agreement shall end on November 15, 2007 (the “Third Anniversary”), but shall be automatically extended for additional one (1) year periods on each anniversary of the Third Anniversary, in accordance with the terms of the agreement, and will continue to be so renewed for successive one-year periods, unless or until either party delivers a non-renewal notice within the specified notice period that such party is terminating the agreement.

Under the agreement, Mr. Kelly receives a stated annual base salary of $600,000 and is eligible to participate in all of the Company’s benefit plans, including fringe benefits available to the Company’s senior executives, as such plans or programs are in effect from time to time, and use of an automobile. The Board shall review Mr. Kelly’s base salary annually and may increase, but not decrease, the amounts of his base salary. In addition to base salary, Mr. Kelly is eligible for an annual bonus equal to a maximum of 200% of Base Salary based on achievement of certain bonus targets set by the Board or a committee thereof; provided that Mr. Kelly is employed by the Company on December 31 of each calendar year.

The employment agreement contains a covenant restricting Mr. Kelly from soliciting employees of the Company and its subsidiaries and from competing against the Company during Mr. Kelly’s employment and for a period of two (2) years after the Date of Termination (as defined in the employment agreement) for any reason.

Under the employment agreement, (i) the Company may terminate such agreement with thirty (30) days written notice at any time if Mr. Kelly is Disabled (as defined in the employment agreement) for a period of six (6) months or more, at any time with “Cause” (as defined in the employment agreement), and at any time without Cause; and (ii) Mr. Kelly may terminate such agreement at any time upon sixty (60) days notice to the Company. Furthermore, the employment agreement may be terminated by mutual agreement of the parties thereto and shall automatically terminate upon Mr. Kelly’s death.

4

The employment agreement provides that upon termination of employment, either by the Company without cause or by Mr. Kelly for good reason, he will be entitled to:

•  an amount equal to the product of (a) the greater of (x) two or (y) the number of years (and fraction thereof) remaining in the term of the agreement times (b) the full base salary then in effect;

•  an amount equal to the annual bonus paid or payable to Mr. Kelly with respect to the annual period prior to the year in which the termination of employment occurs;

•  full vesting of any equity compensation and the lapse of all restrictions with respect to any restricted stock granted to Mr. Kelly;

•  reimbursement of the cost of continuation coverage of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 for the duration of the applicable period to the extent Mr. Kelly elects such continuation coverage and is eligible and subject to the terms of the plan and the law;

•  If any payment or the value of any benefit received or to be received (“Payments”) by Mr. Kelly in connection with his termination of employment or contingent upon a Change of Control (as defined in the employment agreement) of the Company would be subject to any Excise Tax (as defined in the employment agreement), the Company shall pay to Mr. Kelly an additional amount such that the net amount Mr. Kelly retains, after deduction of the Excise Tax on such Payments, shall be equal to the total present value of such Payments at the time such Payments are to be made.

Thomas L. Schilling

The Company employed Mr. Schilling pursuant to an offer letter dated November 30, 2004. The offer letter provides for Mr. Schilling to receive an annual base salary of $300,000, as well as an annual bonus ranging from 50% to 100% of his base salary, which will be based on the accomplishment of predetermined goals and objectives set by the Board. In addition, the offer letter provides for Mr. Schilling to participate in the USA Mobility, Inc. Equity Incentive Plan at a level below the CEO, but on par with the COO and CTO of the Company. Pursuant to the offer letter, the Company also paid Mr. Schilling a $50,000 signing bonus and agreed to reimburse him, for a maximum of six months from his starting date, for the reasonable costs of an apartment, rental car and related travel expenses, including airfare between his home and the Company’s headquarters.

The offer letter provides for Mr. Schilling to receive a severance benefit in accordance with the USA Mobility Severance Benefits Plan (the “Severance Plan”) if his employment is terminated by the Company for any reason other than for “Cause” (as defined in the Severance Plan), and for him to receive a severance payment equal to his annual base salary if he is terminated as a result of a “Change of Control” (as defined in the Severance Plan). The offer letter contains a provision restricting Mr. Schilling from competing against the Company for a period of one year following the termination of his employment and from soliciting employees of the Company.

Scott B. Tollefsen

The Company employed Mr. Tollefsen pursuant to an offer letter dated May 6, 2005. The offer letter provides for Mr. Tollefsen to receive an annual base salary of $250,000, as well as an annual bonus of up to 75% of his base salary, which will be based on the accomplishment of predetermined goals and objectives set by the Board. In addition, the offer letter provides for Mr. Tollefsen to participate in the USA Mobility, Inc. Equity Incentive Plan at a level below the CEO, but on par with the CFO, COO and CTO of the Company. Pursuant to the offer letter, the Company also paid Mr. Tollefsen a $25,000 signing bonus and agreed to reimburse him, for a maximum of six months from his starting date, for the reasonable costs of an apartment, rental car and related travel expenses, including airfare between his home and the Company’s headquarters.

The offer letter provides for Mr. Tollefsen to receive a severance benefit in accordance with the Severance Plan if his employment is terminated by the Company for any reason other than for “Cause” (as defined in the Severance Plan), and for him to receive a severance payment equal to his annual base salary if he is terminated as a result of a “Change of Control” (as defined in the Severance Plan). The offer letter contains a provision restricting

5

Mr. Tollefsen from competing against the Company or soliciting employees of the Company for a period of one year following the termination of his employment.

Mark Garzone

The Company employed Mr. Garzone pursuant to an offer letter dated December 14, 2005. The offer letter provides for Mr. Garzone to receive an annual base salary of $250,000, as well as an annual bonus of up to 75% of his base salary, which will be based on the accomplishment of predetermined goals and objectives set by the Board. In addition, the offer letter provides for Mr. Garzone to participate in the USA Mobility, Inc. Equity Incentive Plan at a level below the CEO, but on par with the CFO, COO, EVP of Sales and General Counsel of the Company.

The offer letter provides for Mr. Garzone to receive a severance benefit in accordance with the Severance Plan if his employment is terminated by the Company for any reason other than for ��Cause” (as defined in the Severance Plan). The offer letter contains a provision restricting Mr. Garzone from competing against the Company or soliciting employees of the Company for a period of one year following the termination of his employment.

6

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

USA MOBILITY, INC.

By:  /s/  Thomas L. Schilling

Thomas L. Schilling

Chief Financial Officer

June 12, 2006

7

EXHIBIT INDEX

2	.1	Agreement and Plan of Merger, dated as of March 29, 2004, as amended, by and among Wizards-Patriots Holdings, Inc., Wizards Acquiring Sub, Inc., Metrocall Holdings, Inc., Patriots Acquiring Sub, Inc. and Arch Wireless, Inc. (incorporated by reference as part of Annex A to the Joint Proxy Statement/Prospectus forming part of Amendment No. 3 to USA Mobility’s Registration Statement)(1)
2	.2	Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 5, 2004 (incorporated by reference as part of Annex B to the Joint Proxy Statement/Prospectus forming part of Amendment No. 3 to USA Mobility’s Registration Statement)(1)
2	.3	Amendment No. 2 to the Agreement and Plan of Merger, dated as of November 15, 2004(2)
2	.4	Asset Purchase Agreement among WebLink Wireless I, L.P., WebLink Wireless, Inc. and Metrocall, Inc. and Metrocall Holdings, Inc. dated as of November 18, 2003(3)
3	.1	Amended and Restated Certificate of Incorporation.(2)
3	.2	Amended and Restated By-Laws(2)
4	.1	Specimen of common stock certificate, par value $0.0001 per share(1)
4	.2	Registration Right Agreement, dated as of November 18, 2003, by and between Metrocall Holdings, Inc. and WebLink Wireless I, L.P.(4)
10	.1	Credit Agreement. Dated as of November 16, 2004, among Metrocall, Inc., Arch Wireless Operating Company, Inc., USA Mobility, Inc., the other guarantors party thereto, the lenders party thereto, UBS Securities LLC, as arranger, documentation agent and syndication agent, and UBS AG, Stamford Branch, as administrative agent and collateral agent(2)
10	.2	Form of Indemnification Agreement for directors and executive officers of USA Mobility, Inc.(2)
10	.3	Employment Agreement, dated as of November 15, 2004, between USA Mobility, Inc. and Vincent D. Kelly(2)
10	.4	Amendment No. 1 to the Credit Agreement(7)
10	.5	Offer Letter, dated as of November 30, 2004, between USA Mobility, Inc. and Thomas L. Schilling(7)
10	.6	Metrocall Holdings, Inc. 2003 Stock Option Plan(5)
10	.7	Arch Wireless, Inc. 2002 Stock Incentive Plan(5)
10	.8	Arch Wireless Holdings, Inc. Severance Benefits Plan(6)
10	.9	USA Mobility, Inc. Equity Incentive Plan(7)
10	.10	Offer Letter, dated as of May 6, 2005, between USA Mobility, Inc. and Scott B. Tollefsen(8)
10	.11	Offer Letter, dated as of December 14, 2005, between USA Mobility, Inc. and Mark Garzone(10)
16	.1	Letter from Ernst & Young LLP regarding change in certifying accountant(9)
21	.1	Subsidiaries of USA Mobility(9)
31	.1	Certification of Chief Executive Officer pursuant toRule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, dated June 12, 2006(11)
31	.2	Certification of Chief Financial Officer pursuant toRule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, dated June 12, 2006(11)
32	.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 dated June 12, 2006(11)
32	.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 dated June 12, 2006(11)

(1)	Incorporated by reference to USA Mobility’s Registration Statement onForm S-4/A filed on October 6, 2004.
(2)	Incorporated by reference to USA Mobility’s Current Report on Form8-K filed on November 17, 2004.
(3)	Incorporated by reference to Metrocall’s Current Report onForm 8-K filed on November 21, 2003.
(4)	Incorporated by reference to Metrocall’s Registration Statement onForm S-3 filed on December 18, 2003.
(5)	Incorporated by reference to USA Mobility’s Registration Statement onForm S-8 filed on November 23, 2004.
(6)	Incorporated by reference to Arch’s Annual Report onForm 10-K for the year ended December 31, 2002.
(7)	Incorporated by reference to USA Mobility’s Annual Report on Form10-K for the year ended December 31, 2004.
(8)	Incorporated by reference to USA Mobility’s Quarterly Report onForm 10-Q for the quarter ended June 30, 2005.
(9)	Incorporated by reference to USA Mobility’s Current Report on Form8-K filed on November 22, 2004.
(10)	Incorporated by reference to USA Mobility’s Annual Report on Form10-K for the year ended December 31, 2005, originally filed on May 24, 2006.
(11)	Filed herewith.