As filed with the Securities and Exchange Commission - January 8, 1999
Registration No. 333-25273
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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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C-PHONE CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 06-1170506
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6714 NETHERLANDS DRIVE
WILMINGTON, NORTH CAROLINA 28405
(910) 395-6100
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
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DANIEL P. FLOHR
PRESIDENT AND CHIEF EXECUTIVE OFFICER
C-PHONE CORPORATION
6714 NETHERLANDS DRIVE
WILMINGTON, NORTH CAROLINA 28405
(910) 395-6100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies of all communications, including all communications
sent to the agent for service, should be sent to:
MICHAEL D. SCHWAMM, ESQ.
WARSHAW BURSTEIN COHEN
SCHLESINGER & KUH, LLP
555 FIFTH AVENUE
NEW YORK, NEW YORK 10017
(212) 984-7700
Approximate date of commencement of proposed sale to the public: Not applicable.
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: [ ]
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
<PAGE>
EXPLANATORY NOTE
A total of 3,684,668 shares of common stock, par value $.01 per share
(the "Common Stock") of C-Phone Corporation were registered under the Securities
Act of 1933 by the filing of a Registration Statement on Form S-3 (File No.
333-25273) (the "Registration Statement"). The Registration Statement was
declared effective on June 25, 1997.
1,186,963 shares of Common Stock were sold by the selling stockholders
pursuant to the Registration Statement. The Company is filing this
Post-Effective Amendment No. 1 to the Registration Statement to deregister the
remaining 2,497,705 shares of Common Stock.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing on Form S-3 and 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 City of Wilmington, State of
North Carolina, on January 8, 1999.
C-PHONE CORPORATION
By: /s/ Paul H. Albritton
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Paul H. Albritton
Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Dated:
January 8, 1999 *
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Daniel P. Flohr
President, Chief Executive Officer
and Director (Principal Executive Officer)
January 8, 1999 *
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Tina L. Jacobs
Director
January 8, 1999 *
-----------------------------------------
Seymour L. Gartenberg
Director
January 8, 1999 *
-----------------------------------------
E. Henry Mize
Director
January 8, 1999 *
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Donald S. McCoy
Director
January 8, 1999 *
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Stuart E. Ross
Director
January 8, 1999 /s/ Paul H. Albritton
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Paul H. Albritton
Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
By: /s/ Paul H. Albritton
-----------------------------------------
Paul H. Albritton
Attorney-in-fact
