AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1998.
REGISTRATION NO. 333-52247
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PATHNET, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4813 52-1941838
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NUMBER)
1015 31ST STREET, N.W.
WASHINGTON, DC 20007
(202) 625-7284
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MICHAEL A. LUBIN, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1015 31ST STREET, N.W.
WASHINGTON, DC 20007
(202) 625-7284
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-------------------
WITH A COPY TO:
PAUL D. GINSBERG, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 373-3000
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
Not applicable.
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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: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(c)
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: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
<PAGE>
EXPLANATORY NOTE
Pursuant to a Registration Statement on Form S-1 (File No. 333-52247)
(the "Registration Statement"), Pathnet, Inc. (the "Company") registered an
aggregate of 5,390,625 shares of Common Stock, $0.01 par value per share (the
"Common Stock"), of the Company. The Registration Statement was declared
effective on August 12, 1998.
Since August 12, 1998, none of the registered shares have been sold.
Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement
is being filed for the purpose of deregistering all 5,390,625 shares of Common
Stock that remain unsold.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 District of Columbia on this day of December 30, 1998.
PATHNET, INC.
By: /s/ Michael A. Lubin
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Name: Michael A. Lubin
Title: Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
*
- ------------------------------ Chairman of the Board and December 30, 1998
David Schaeffer Director
*
- ------------------------------ Chief Executive Officer December 30, 1998
Richard A. Jalkut and Director
* Vice-President, Finance December 30, 1998
- ------------------------------ (principal accounting
William R. Smedberg, V and financial officer)
*
- ------------------------------ Director December 30, 1998
Peter J. Barris
*
- ------------------------------ Director December 30, 1998
Kevin J. Maroni
*
- ------------------------------ Director December 30, 1998
Patrick J. Kerins
*
- ------------------------------ Director December 30, 1998
Richard K. Prins
*
- ------------------------------ Director December 30, 1998
Stephen A. Reinstadtler
*By: /s/ Michael A. Lubin
--------------------
Name: Michael A. Lubin
Title: Attorney-in-fact
