As filed with the Securities and
Exchange Commission on November 4, 1997
Registration No. 333-17547
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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
(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 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 the registrant elects to deliver its latest annual report
to security holders, or a complete and legible facsimile thereof,
pursuant to Item 11(a)(1) of this Form, 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. 2 TO THE REGISTRATION
STATEMENT IS FILED TO REMOVE FROM REGISTRATION (1) THE SHARES OF
COMMON STOCK, PAR VALUE .001 PER SHARE, AND (2) THE 10%
CONVERTIBLE NOTES DUE 2006 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.
<PAGE>
DE-REGISTRATION OF SECURITIES
On December 10, 1996, SA Telecommunications, Inc., a
Delaware corporation (the "Company") filed with the Securities
and Exchange Commission a Registration Statement (Reg. No. 333-
17547) on Form S-2 under the Securities Act of 1933, as amended,
covering (1) up to 859,022 shares of the Company's common stock,
par value $.0001 per share and (2) up to an aggregate of
$27,200,000 principal amount of the Company's 10% Convertible
Notes due 2006 (collectively, the "Securities") to be sold from
time to time by certain securityholders of the Company. Such
Registration Statement, as amended by Post-Effective Amendment
No. 1 filed on May 22, 1997, was declared effective on June 2,
1997.
In accordance with the undertakings of the Company set
forth in Part II of the Registration Statement, the Company
hereby de-registers the Securities that remain unsold as of the
date hereof pursuant to this Post-Effective Amendment No. 2 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. 2 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
/s/ Reuben F. Richards* Director November 4, 1997
- --------------------------
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
