AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1998
REGISTRATION NO. 333-8935
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
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
-------- ---- ----------
(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 Registrant's forthcoming
Post-Effective Amendment to 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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<PAGE>
Registrant's Registration No. 333- 8935 was declared effective on February 13,
1998. In view of unsettled market conditions for much of the period since such
Registration Statement was declared effective and associated necessary revisions
to Registrant's business plan, the up to $12,500,000 offering was suspended in
mid-October, pending the preparation and filing of a Post-Effective Amendment to
reflect Registrant's new marketing plan, revised business plan, updated
application of proceeds and related supporting and/or mandated disclosures
(including financials and capitalization) for the renewed offering. It is
expected that such Post-Effective Amendment reflecting such necessary cumulative
changes will be submitted on or before December 15, 1998. It is expected that
the offering will re-commence as soon as practicable after the effective date of
such Post-Effective Amendment. (To the extent pertinent, Registrant has obtained
bridge funding pursuant to an exempt private offering.)
<PAGE>
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
Post-Effective Amendment No. 1 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 11th day of November, 1998.
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 November 11, 1998
--------------------- and Director
Michael L. Foudy
/s/Bradford W. Baker Treasurer November 11, 1998
--------------------- Chief Financial and
Bradford W. Baker Accounting Officer
/s/ Ron Alexenberg Director November 11, 1998
---------------------
Ron Alexenberg
/s/ Thomas Burgum Director November 11, 1998
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Thomas Burgum
/s/ Kirby Ralston Director November 11, 1998
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Kirby Ralston
/s/ B. Eric Sivertsen Director November 11, 1998
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B. Eric Sivertsen
