<PAGE>
As filed with the Securities and Exchange Commission on May 11, 1998
Registration No. 333-44929
==============================================================================
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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PEGASUS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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4833
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(Primary Standard Industrial Classification Code Number)
DELAWARE 51-0374669
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation of Organization)
c/o Pegasus Communications Management Company
Suite 454, 5 Radnor Corporate Center
100 Matsonford Road
Radnor, Pennsylvania 19087
(610) 341-1801
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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Marshall W. Pagon, President and Chief Executive Officer
c/o Pegasus Communications Management Company
Suite 454, 5 Radnor Corporate Center
Radnor, Pennsylvania 19087
(610) 341-1801
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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<CAPTION>
Copies to:
<S> <C> <C> <C>
Ted S. Lodge, Esq. Michael B. Jordan, Esq. H. Bryan Ives III, Esq.
Pegasus Communications Corporation Scott A. Blank, Esq. C. Mark Kelly, Esq.
c/o Pegasus Communications Management Company Drinker Biddle & Reath LLP Nelson Mullins Riley & Scarborough, L.L.P.
Suite 454, 5 Radnor Corporate Center 1100 Philadelphia National Bank Building 2600 Nationsbank Corporate Center
100 Matsonford Road 1345 Chestnut Street 100 North Tryon Street
Radnor, Pennsylvania 19087 Philadelphia, Pennsylvania 19107-3496 Charlotte, North Carolina 28202-4000
(610) 341-1801 (215) 988-2700 (704) 417-3000
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Approximate date of commencement of proposed sale to the public: Not Applicable.
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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.[ ] ___________
<PAGE>
DEREGISTRATION OF CLASS A COMMON STOCK
This Post-Effective Amendment No. 1 amends the Registration Statement
on Form S-4 (Registration No. 333-44929) (the "Registration Statement") on
which Pegasus Communications Corporation ("Pegasus") registered 5,500,000
shares of its Class A Common Stock to be issued by Pegasus pursuant to the
Agreement and Plan of Merger (the "Merger Agreement") dated January 8, 1998
among Pegasus, Pegasus DTS Merger Sub, Inc. (a wholly-owned subsidiary of
Pegasus), certain of Pegasus' stockholders, Digital Television Services, Inc.
("DTS"), and certain stockholders of DTS. The Securities and Exchange
Commission declared the Registration Statement effective on April 14, 1998.
On April 27, 1998, in connection with the closing of the merger of
Pegasus DTS Merger Sub, Inc. into DTS, Pegasus issued a total of 5,471,296
shares of its Class A Common Stock pursuant to the Merger Agreement. This
Post-Effective Amendment No. 1 is being filed to deregister the shares of
Class A Common Stock that were not issued to the former stockholders of DTS
pursuant to the Merger Agreement. Therefore, pursuant to this Post-Effective
Amendment No. 1, Pegasus hereby deregisters the remaining 28,704 shares of
Class A Common Stock.
<PAGE>
SIGNATURES AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, hereunto duly authorized in the city
of Radnor, Commonwealth of Pennsylvania, on the 11th day of May, 1998.
PEGASUS COMMUNICATIONS
CORPORATION
By: /s/ Marshall W. Pagon
-----------------------------------------
Name: Marshall W. Pagon
Title: Chief Executive Officer and
President
Each person whose signature appears below hereby constitutes and
appoints Marshall W. Pagon, Robert N. Verdecchio and Ted S. Lodge as his or
her attorneys-in-fact and agents, with full power of substitution and
resubstitution for him or her, in any and all capacities, to sign any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, granting unto each of such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his substitutes may do
or cause to be done by virtue hereof.
Pursuant the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- ----------------- --------------- ------------
/s/ Marshall W. Pagon President, Chief Executive May 11, 1998
- ----------------------- Officer and Chairman of the
Marshall W. Pagon Board
(Principal Executive Officer)
/s/ Robert N. Verdecchio Senior Vice President, Chief May 11, 1998
- ----------------------- Financial Officer, Assistant
Robert N. Verdecchio Secretary and Director
(Principal Financial
and Accounting Officer)
/s/ Michael C. Brooks Director May 11, 1998
- -----------------------
Michael C. Brooks
/s/ Harry F. Hopper III Director May 11, 1998
- -----------------------
Harry F. Hopper III
/s/ James J. McEntee, III Director May 11, 1998
- -----------------------
James J. McEntee, III
<PAGE>
/s/ Mary C. Metzger Director May 11, 1998
- -----------------------
Mary C. Metzger
/s/ Riordan B. Smith Director May 11, 1998
- -----------------------
Riordon B. Smith
/s/ Donald W. Weber Director May 11, 1998
- -----------------------
Donald W. Weber
