Registration No. 33-52592
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VANGUARD CELLULAR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1549590
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2002 Pisgah Church Road, Suite 300
Greensboro, North Carolina 27455
(Address of Principal Executive Offices) (Zip Code)
VANGUARD CELLULAR SYSTEMS, INC.
1992 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
RICHARD C. ROWLENSON, GENERAL COUNSEL
Vanguard Cellular Systems, Inc.
2002 Pisgah Church Road, Suite 300
Greensboro, North Carolina 27455
(Name and address of agent for service)
(910) 282-3690
(Telephone number, including area code, of agent for service)
This Post-Effective Amendment to the Registration Statement
shall become effective upon the date of filing pursuant to Rule 464
promulgated under the Securities Act of 1933, as amended.
<PAGE>
Deregistration of Shares
Vanguard Cellular Systems, Inc. (the "Company") registered
75,000 shares of the Company's Common Stock on Form S-8
(Registration No. 33-52592) relating to the Company's 1992 Employee
Stock Purchase Plan. The purpose of this Post-Effective Amendment
No. 1 is to deregister 57,273 shares of the Company's Common Stock
which was included in the 75,000 shares registered under the 1992
Employee Stock Purchase Plan (Registration No. 33-52592).
<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-8 and has duly caused
this amendment to this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Greensboro, State of North Carolina, on May 4, 1994.
VANGUARD CELLULAR SYSTEMS, INC.
By: \S\Haynes G. Griffin
Haynes G. Griffin, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
\S\Stuart S. Richardson Chairman of the Board May 4, 1994
Stuart S. Richardson of Directors
\S\Haynes G. Griffin President, Chief May 4, 1994
Haynes G. Griffin Executive Officer
and Director
\S\L. Richardson Preyer, Jr. Vice Chairman of the May 4, 1994
L. Richardson Preyer, Jr. Board of Directors
\S\Stephen L. Holcombe Chief Financial Officer May 4, 1994
Stephen L. Holcombe (principal accounting
and principal financial
officer)
\S\Doris R. Bray Director May 4, 1994
Doris R. Bray
\S\Robert M. DeMichele Director May 4, 1994
Robert M. DeMichele
\S\John F. Dille, Jr. Director May 4, 1994
John F. Dille, Jr.
\S\Stephen R. Leeolou Director May 4, 1994
Stephen R. Leeolou
\S\L. Richardson Preyer, Sr. Director May 4, 1994
L. Richardson Preyer, Sr.
\S\Robert A. Silverberg Director May 4, 1994
Robert A. Silverberg
</TABLE>
