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As filed with the Securities and Exchange Commission on December 24, 1997
Registration No. 333-8935
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 3
TO THE FORM S-1 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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HEARTLAND COMMUNICATIONS & MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 2721 54-1799019
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(State or Other (Primary Standard (IRS Employer
Jurisdiction of Industrial Classification Identification
Incorporation or Number) Number)
Organization)
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1320 Old Chain Bridge Road -- Suite 220
McLean, Virginia 22101
(703) 883-1836
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
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Copy To:
Carl N. Duncan, Esq.
Duncan, Blum & Associates
5718 Tanglewood Drive
Bethesda, Maryland 20817
(301) 263-0200
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the
Registration Statement
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: [x].
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The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file an amendment which specifically states that the
Registration Statement shall thereafter become effective in accordance
with Section 8 (a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
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Item 16. Financial Statements and Exhibits
(a) Financial Statements and Exhibits -- Included in Prospectus and/or
Pre-Effective Amendment No. 2:
(b) Exhibits:
* 1.1 Managing Placement Agent Agreement between the
Registrant and Northridge Capital Corporation.
* 1.2 Form of Selected Dealer Agreement between Northridge
Capital Corporation and certain Additional Selling
Agents.
* 3.1 Certificate of Incorporation.
* 3.2 Amendments to Certificate of Incorporation.
* 3.3 Bylaws of Registrant
* 3.4 Form of stock certificate
* 3.5 Subscription Agreement and Power of Attorney (attached
to the Prospectus as Exhibit A).
* 5.1 Opinion of Counsel as to the legality of the Shares.
* 10.1 Executed Escrow Agreement among the Registrant, the
Selling Agent and George Mason Bank, McLean, Virginia
(the Escrow Agent).
* 10.2 Employment Agreement between Registrant and Gerald
Garcia. (No longer applicable since Mr. Garcia is no
longer Chairman and President and the terms of his
employment have materially changed; see Exhibit 10.68.)
* 10.3 Employment Agreement between Registrant and Michael L.
Foudy.
* 10.4 Employment Agreement between Registrant and Bradford W.
Baker.
* 10.5 Employment Agreement between Registrant and Bradley B.
Niemcek.
* 10.6 Assignment Agreement between Registrant and Heartland
Capital Corporation.
* 10.61 Amended and Restated Teen Magazine Venture Agreement
between Heartland Capital Corporation and Xpress
Ventures, Inc.
* 10.611 License Agreement between Xpress Ventures, Inc. and
Gerald Garcia and Bradford W. Baker.
S-1-1
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* 10.62 Amended and Restated National Sports Magazine Venture
Agreement between Heartland Capital Corporation and
Xpress Ventures, Inc.
* 10.63 Representation Agreement between Heartland Capital
Corporation and ATB Productions, L.L.C.
* 10.64 Amended and Restated Agreement between Registrant and
Alvery Bartlett Fund Management Co. (no longer
applicable since such funding agreement has been
terminated -- see Exhibit 10.67).
* 10.65 Revised Supplemental Solicitation Materials.
* 10.66 Credit Agreement between Heartland Capital Corporation
and ATB Productions, L.L.C.
* 10.67 Termination Agreement between Alvery Bartlett Fund
Management and Heartland Capital Corporation.
* 10.68 Employment Agreement between Registrant and Gerald
Garcia (replacing the former Agreement, Exhibit 10.2).
* 10.69 Barter Trade Agreement between ICON International, Inc.
and Registrant.
24.1 Consent of Counsel.
* 24.2 Consent of Independent Certified Public Accountants.
24.3 Consent of Independent Valuation Experts
* These exhibits were filed in the July 26, 1996 Registration
Statement and/or Pre-effective Amendments No. 1 and/or No. 2 thereto
filed respectively July 28, 1997 and December 4, 1997 and, since
changes thereto are not material, are not filed herewith and are hereby
incorporated by reference.
S-1-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-1 and has duly caused
this Pre-Effective Amendment No. 3 to the Registration Statement to be
signed on its behalf by the Undersigned, thereunto duly authorized, in
the City of McLean, and State of Virginia, on the 22nd day of December,
1997.
HEARTLAND COMMUNICATIONS & MANAGEMENT, INC.
By: /s/ Michael L. Foudy
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Michael L. Foudy, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in
his respective capacity as officer and/or director of the Registrant on
the date indicated.
Signatures Title Date
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/s/Michael L. Foudy President, CEO December 22, 1997
------------------- and Director
Michael L. Foudy
/s/Bradford W. Baker Treasurer December 22, 1997
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Bradford W. Baker
/s/Linda G. Moore Assistant Treasurer and December 22, 1997
-------------------- Chief Financial and
Linda G. Moore Accounting Officer
/s/ Ron Alexenburg Director December 22, 1997
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Ron Alexenburg
/s/ Thomas Burgum Director December 22, 1997
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Thomas Burgum
/s/Kirby Ralston Director December 22, 1997
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Kirby Ralston
/s/ B. Eric Sivertsen Director December 22, 1997
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B. Eric Sivertsen
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EXHIBIT 24.1
CONSENT OF COUNSEL
We hereby consent to the reference to us in the prospectus constituting
part of Pre-Effective Amendment No. 3 to this Registration Statement for
Heartland Communications & Management, Inc. under the caption "Legal Matters."
DUNCAN, BLUM & ASSOCIATES
Bethesda, Maryland
December 22, 1997
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EXHIBIT 24.3
CONSENT OF INDEPENDENT VALUATION EXPERTS
To the Board of Directors
Heartland Communications & Management, Inc.
We hereby consent to the use in the Prospectus constituting a part of
this Registration Statement on Form S-1 of our report dated April 18, 1997
related to our valuation of the common stock of Heartland Communications &
Management, Inc. We also consent to the reference to our firm under the
caption "Experts" in the Prospectus.
HOULIHAN VALUATION ADVISORS
Costa Mesa, California
December 18, 1997
