As filed with the Securities and
Exchange Commission on November 4, 1997
Registration No. 33-64271
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SA TELECOMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 75-2258519
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1600 Promenade Center, 15th Floor, Richardson, Texas 75080
(972) 690-5888
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
LYNN H. JOHNSON, ESQ.
Senior Vice President-Legal,
General Counsel and Secretary
SA Telecommunications, Inc.
1600 Promenade Center, 15th Floor
Richardson, Texas 75080
(972) 690-5888
Copy to:
MARK S. SOLOMON, ESQ.
Arter & Hadden
1717 Main Street, Suite 4100
Dallas, Texas 75201-4605
(214) 761-2100
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
---------------
Approximate date of commencement of proposed sale to the public:
N/A
---------------
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. [ ]
THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION
STATEMENT IS FILED TO REMOVE FROM REGISTRATION THE SHARES OF
COMMON STOCK, PAR VALUE .0001 PER SHARE, OF THE REGISTRANT WHICH
REMAIN UNSOLD AS OF THE DATE HEREOF. THIS POST-EFFECTIVE
AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(c) OF THE SECURITIES ACT OF 1933, AS AMENDED.
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<PAGE>
DE-REGISTRATION OF SHARES OF COMMON STOCK
On November 15, 1995, SA Telecommunications, Inc., a
Delaware corporation (the "Company") filed with the Securities
and Exchange Commission a Registration Statement (Reg. No. 33-
64271) on Form S-3 under the Securities Act of 1933, as amended
covering up to 4,033,336 shares of the Company's common stock,
par value $.0001 per share (the "Shares") to be sold from time to
time by certain stockholders of the Company. Such Registration
Statement, as amended by Pre-Effective Amendment No. 1 filed on
December 28, 1995, was declared effective on January 3, 1996.
In accordance with the undertakings of the Company set forth
in Part II of the Registration Statement, the Company hereby de-
registers the Shares that remain unsold as of the date hereof
pursuant to this Post-Effective Amendment No. 1 to the
Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended (the "Securities Act"), 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 City of Richardson, State of Texas, on
November 4, 1997.
SA TELECOMMUNICATIONS, INC.
By: /s/ Howard F. Curd
--------------------------
Howard F. Curd
Chairman of the Board
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
Signatures Title Date
---------- ----- ----
/s/ Howard F. Curd Chairman of the Board November 4, 1997
- ------------------------- and Director
Howard F. Curd
/s/ J. David Darnell Chief Financial Officer, November 4, 1997
- ------------------------- Senior Vice President-
J. David Darnell Finance and Director
/s/ Igor I. Mamantov* Director November 4, 1997
- -------------------------
Igor I. Mamantov
/s/ Dean A. Thomas* Director November 4, 1997
- -------------------------
Dean A. Thomas
/s/ Barry J. Williams* Director November 4, 1997
- -------------------------
Barry J. Williams
/s/ Pete W. Smith* Director November 4, 1997
- -------------------------
Pete W. Smith
/s/ Thomas L. Cunningham* Director November 4, 1997
- -------------------------
Thomas L. Cunningham
- ------------------------- Director
Reuben F. Richards
/s/ Jack W. Matz, Jr.* Director November 4, 1997
- -------------------------
Jack W. Matz, Jr.
/s/ Paul R. Miller* Director November 4, 1997
- -------------------------
Paul R. Miller
*By: /s/ J. David Darnell
---------------------
J. David Darnell
Agent and Attorney-in-Fact
