SEC Filing Summary: USA Mobility, Inc. (Form 8-K)
Business Context and Reporting Period
This Form 8-K Current Report was filed by USA Mobility, Inc. on May 17, 2005. The filing reports the entry into a material definitive agreement and the appointment of a principal officer. Note: The metadata provided in the request references "Spok Holdings, Inc," but the filing text explicitly identifies the registrant as USA Mobility, Inc.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on executive compensation terms.
Material Changes and Executive Appointment
The Company announced the hiring of Scott B. Tollefsen as General Counsel, effective May 31, 2005. Key terms of the employment agreement include:
- Employment Status: At-will basis.
- Base Salary: $250,000 annually.
- Annual Bonus: Eligible for up to 75% of base salary based on pre-determined goals set by the Board of Directors.
- Signing Bonus: $25,000, payable within 10 days of the start date.
- Clawback Provision: The signing bonus is refundable on a pro-rata basis if Mr. Tollefsen voluntarily terminates employment within the first calendar year.
Management Commentary and Background
Mr. Tollefsen brings significant prior experience, having served as Senior Vice President, General Counsel, and Secretary for:
- SES Americom, Inc. (2002–2004).
- Vivendi Universal Interactive Publishing N.A., Inc. (1999–2001).
- Hughes Communications, Inc. (1986–1999).
The filing incorporates a press release (Exhibit 99.1) by reference but provides no forward-looking guidance, risk factors, or discussion of contingencies beyond the standard employment terms.
Investor Verification Checklist
- Verify the effective start date of May 31, 2005, for the new General Counsel.
- Confirm the total potential annual compensation ($250,000 base + up to $187,500 bonus + $25,000 signing bonus).
- Review the attached press release (Exhibit 99.1) for any additional context not included in the 8-K text.
- Note that this filing contains no financial performance data; refer to the most recent 10-Q or 10-K for financial metrics.