After a majority vote Aug. 2 by Metrocall Inc.’s board of directors not to reappoint Harry L. Brock Jr. as president of the company, Brock filed a lawsuit in Delaware Chancery Court seeking his reinstatement.
According to the Alexandria, Va.-based company, seven of nine members of the Metrocall board-including three representatives from FirstPage USA Inc., acquired last year-voted against him. However, the board unanimously voted to reappoint him as chairman. Brock and his wife, Suzanne Brock, were the two in the minority, added Metrocall.
Speaking for Brock, MacKenzie Partners Inc. of New York alleges that five of the nine Metrocall board members, including the FirstPage executives, violated a voting agreement when they removed him as president. Brock was elected to serve a three-year term as president and chairman of the company, of which he has only served about a year, according to Daniel Burch of MacKenzie Partners.
Metrocall said Brock’s complaint “is wholly without merit.”
A company spokesman stated that, “Under the agreement, the board had the right to remove Mr. Brock as president if it determined that doing so was consistent with its fiduciary duties. That is exactly what the board did determine, and why we believe Mr. Brock’s suit is baseless.”
“In taking this action, the Board recognized Mr. Brock’s many past contributions to the company but considered, among other things, that Mr. Brock’s role with the company had evolved into that of an investor chairman,” said Metrocall in a public statement, “particularly given his recent change of legal residence to Nevada and sharply reduced time devoted to day-to-day management activities.”
Chief Financial Officer Vincent Kelly indicated Metrocall has no plans to appoint a new president to succeed Brock, adding that Christopher Kidd, as chief executive officer of the company, may fulfill those duties previously associated with Brock.
Also, Kelly was elected treasurer, succeeding Suzanne Brock. She retains her seat on the board and position as corporate secretary.
Brock has retained Brenner Securities Corp. to assist in evaluating certain options intended to maximize shareholder value. He and his family hold 3.56 million shares, or 33.5 percent of Metrocall’s outstanding stock. The options include buying additional shares of Metrocall stock, continuing to hold current shares, disposing of all or a portion of currently held shares or taking action to change the board’s balance of power.
Metrocall offers paging and wireless messaging services nationwide.
