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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 20, 1999
REGISTRATION NO. 333-48079
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IXC COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 4813 74-2644120
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<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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1122 CAPITAL OF TEXAS HIGHWAY SOUTH
AUSTIN, TEXAS 78746
(512) 328-1112
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JEFFREY C. SMITH
IXC COMMUNICATIONS, INC.
1122 CAPITAL OF TEXAS HIGHWAY SOUTH
AUSTIN, TEXAS 78746
(512) 328-1112
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Copies to:
Karen C. Goodin, Esq.
Michael P. Whalen, Esq
Riordan & McKinzie
695 Town Center Drive, Suite 1500
Costa Mesa, CA 92626
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: Not Applicable.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 amends the Registration Statement on
Form S-4 (Registration No. 333- 48079) (the "Registration Statement") on which
IXC Communications, Inc. ("IXC") registered 4,612,639 shares of its common stock
(the "Common Stock"), options to purchase up to 262,675 shares of its Common
Stock and warrants to purchase up to 35,978 shares of its Common Stock, to be
issued by IXC in connection with the Stock Acquisition Agreement and Plan of
Merger (the "Merger Agreement") dated December 19, 1997 among IXC, IXC
Communications Services, Inc., formerly known as IXC Long Distance, Inc.
("IXC-CS"), Pisces Acquisition Corp. (a wholly-owned subsidiary of IXC-CS) and
Eclipse Telecommunications, Inc., formerly known as Network Long Distance, Inc.
("ETI"). The Securities and Exchange Commission declared the Registration
Statement effective on April 15, 1998.
In connection with the closing of the merger of Pisces Acquisition Corp.
into ETI which occurred on June 3, 1998, IXC issued a total of 4,051,970 shares
of its Common Stock and no options or warrants pursuant to the Registration
Statement. This Post-Effective Amendment No. 1 is being filed to deregister the
shares of Common Stock and the options and warrants to purchase Common Stock
that were not issued pursuant to the Registration Statement. Therefore, pursuant
to this Post-Effective Amendment No. 1, IXC hereby deregisters the remaining
560,669 shares of Common Stock, options to purchase 262,675 shares of its Common
Stock and warrants to purchase 35,978 shares of its Common Stock.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement No. 333-48079 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Austin, State of Texas,
on January 19, 1999.
IXC Communications, Inc.,
a Delaware corporation
By: /s/ JAMES F. GUTHRIE
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James F. Guthrie
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement No. 333-48079 has
been signed by the following persons in the capacities and on the dates
indicated.
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SIGNATURE Title Date
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* President, Chief Executive Officer, January 19, 1999
- ---------------------------------- Chairman and Director
Benjamin L. Scott (Principal Executive Officer)
/s/ James F. Guthrie Executive Vice President and Chief January 19, 1999
- ---------------------------------- Financial Officer (Principal Financial
James F. Guthrie and Accounting Officer)
* Director January 19, 1999
- ----------------------------------
Ralph J. Swett
* Director January 19, 1999
- ----------------------------------
Richard D. Irwin
* Director January 19, 1999
- ----------------------------------
Wolfe H. Bragin
* Director January 19, 1999
- ----------------------------------
Carl W. McKinzie
* Director January 19, 1999
- ----------------------------------
Phillip L. Williams
* Director January 19, 1999
- ----------------------------------
Joe C. Culp
*By /s/ Jeffrey C. Smith January 19, 1999
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Jeffrey C. Smith
Attorney-in-fact
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