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As filed with the Securities and Exchange Commission on February 13, 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. 5
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.
* 10.70 Promotional Share Escrow Agreement between George Mason
Bank 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. 5 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 12th day of February, 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 February 12, 1998
------------------------ and Director
Michael L. Foudy
/s/Bradford W. Baker Treasurer February 12, 1998
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Bradford W. Baker
/s/Linda G. Moore Assistant Treasurer and February 12, 1998
------------------------ Chief Financial and
Linda G. Moore Accounting Officer
/s/ Ron Alexenburg Director February 12, 1998
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Ron Alexenburg
/s/ Thomas Burgum Director February 12, 1998
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Thomas Burgum
/s/Kirby Ralston Director February 12, 1998
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Kirby Ralston
/s/ B. Eric Sivertsen Director February 12, 1998
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B. Eric Sivertsen
S-1-3
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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. 5 to this Registration Statement for
Heartland Communications & Management, Inc. under the caption "Legal Matters."
DUNCAN, BLUM & ASSOCIATES
Bethesda, Maryland
February 12, 1998
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EXHIBIT 24.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
Heartland Communications & Management, Inc.
Heartland Capital Corporation
We hereby consent to the use in the Prospectus constituting a part of
this Registration Statement on Form S-1 of our reports dated April 25, 1997,
on our audits of the financial statements of Heartland Communications &
Management, Inc. and Heartland Capital Corporation. Each of our reports
contains an explanatory paragraph regarding the Companies' ability to
continue as going concerns.
We also consent to the reference to our firm under the caption "Experts"
in the Prospectus.
/s/BDO SEIDMAN, LLP
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BDO SEIDMAN, LLP
Washington, D.C.
February 12, 1998
