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As Filed With the Securities and Exchange Commission on August 8, 1996
Registration No. 33-92192
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SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STM WIRELESS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 95-3758983
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
One Mauchly, Irvine, California 92618
(714) 753-7864
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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Emil Youssefzadeh, President, Chief Executive Officer and Secretary
STM Wireless, Inc.
One Mauchly, Irvine, California 92618
(714) 753-7864
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE
OF AGENT FOR SERVICE)
Copy to:
K. C. Schaaf, Esq.
Douglas P. Feick, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
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. / /
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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. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following
box. / /
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DEREGISTRATION OF SECURITIES
Pursuant to Item 512(a)(3) of Regulation S-K, the Registrant is filing this
Post-Effective Amendment No. 1 to Registration Statement to remove from
registration all securities registered pursuant to the Registration Statement
that remain unsold as of the date of filing this Post-Effective Amendment No. 1
to Registration Statement.
Accordingly:
(1) the offering is hereby terminated; and
(2) the Registrant hereby removes from registration 162,500 shares of
Common Stock, representing all securities which remain unsold as of the date of
filing this Post-Effective Amendment No. 1 to the Registration Statement.
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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-3 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irvine, State of
California, on the 7th day of August, 1996.
STM WIRELESS, INC.
By: /s/ PRESTON ROMM
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Preston Romm
Chief Financial Officer and Vice
President, Finance
POWER OF ATTORNEY
We, the undersigned officers and directors of STM Wireless, Inc., do hereby
constitute and appoint Emil Youssefzadeh and Preston Romm, or either of them,
our true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Title Date
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/s/ DENNIS W. ELLIOTT* Chairman of the Board, Director August 7, 1996
- ----------------------
Dennis W. Elliott
/s/ EMIL YOUSSEFZADEH* President, Chief Executive Officer, August 7, 1996
- ---------------------- Secretary and Director (Principal
Emil Youssefzadeh Executive Officer)
/s/ PRESTON ROMM Vice President - Finance and Chief August 7, 1996
- ---------------------- Financial Officer (Principal Financial
Preston Romm and Principal Accounting Officer)
(signatures continued next page)
S-1
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/s/ FRANK T. CONNORS* Executive Vice President and Director August 7, 1996
- ----------------------
Frank T. Connors
- --------------------- Director August__, 1996
Dianne C. Walker
- --------------------- Director August__, 1996
Kim Poh Tan
*By: /s/ PRESTON ROMM
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Preston Romm, as attorney-in-fact
S-2
