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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 1996
REGISTRATION NO. 333-11081
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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USOCDT MERGER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7373, 3661 TO BE APPLIED FOR
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
OF INCORPORATION OR
ORGANIZATION)
13873 PARK CENTER ROAD
SUITE 353
HERNDON, VIRGINIA 22071
(703) 834-9480
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ALBERT N. WERGLEY, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
13873 PARK CENTER ROAD
SUITE 353
HERNDON, VIRGINIA 22071
(703) 834-9480
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
THE COMMISSION IS REQUESTED TO SEND COPIES OF
ALL COMMUNICATIONS TO:
DAVID M. CARTER THOMAS L. FAIRFIELD
HUNTON & WILLIAMS LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
RIVERFRONT PLAZA, EAST TOWER GOODWIN SQUARE
951 EAST BYRD STREET 225 ASYLUM STREET
RICHMOND, VIRGINIA 23219 HARTFORD, CONNECTICUT 06103
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
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. [_]
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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 A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
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 COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 1 is being filed solely to amend the Registration
Statement filed with the Securities and Exchange Commission on August 29, 1996
to include on the cover page of the Registration Statement the delaying
amendment pursuant to Section 8(a) of the Securities Act of 1933.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HERNDON, COMMONWEALTH OF
VIRGINIA, ON THE 4TH DAY OF SEPTEMBER, 1996.
USOCDT Merger Corporation
(Registrant)
/s/ Albert N. Wergley
By: _________________________________
Albert N. Wergley
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSON IN THE CAPACITIES INDICATED
ON SEPTEMBER 4, 1996.
SIGNATURE TITLE
/s/ Albert N. Wergley President, Treasurer and Sole Director
- ------------------------------------- (Principal Executive Officer and
ALBERT N. WERGLEY Principal Financial and Accounting
Officer)
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