As filed with the Securities and Exchange Commission on August 29, 1996
Registration No. 333-2066
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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NETSTAR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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MINNESOTA 3577 41-1714009
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) NUMBER)
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10250 VALLEY VIEW ROAD, SUITE 113
MINNEAPOLIS, MINNESOTA 55344
TELEPHONE: (612) 943-8990
FACSIMILE: (612) 943-8939
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
DOUGLAS M. PIHL
10250 VALLEY VIEW ROAD, SUITE 113
MINNEAPOLIS, MINNESOTA 55344
TELEPHONE: (612) 943-8990
FACSIMILE: (612) 943-8939
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
MICHELE D. VAILLANCOURT, ESQ.
WINTHROP & WEINSTINE, P.A.
3200 MINNESOTA WORLD TRADE CENTER
30 EAST SEVENTH STREET
SAINT PAUL, MINNESOTA 55101
TELEPHONE: (612) 290-8400
FACSIMILE: (612) 292-9347
Pursuant to Registration Statement No. 333-2066 on Form S-1 (the
"Registration Statement"), NetStar, Inc., a Minnesota corporation (the
"Company"), registered 1,553,670 shares of its common stock, $.01 par value per
share (the "Common Stock"), for issuance on a delayed or continuous basis
pursuant to Rule 415.
On August 15, 1996, pursuant to the terms of an Agreement and Plan of
Merger, dated May 30, 1996 (the "Merger Agreement"), by and among the Company,
Ascend Communications, Inc., a Delaware corporation ("Ascend") and Nebula
Acquisition Corporation, a Minnesota corporation and wholly-owned subsidiary of
Ascend ("Nebula"), Nebula was merged with and into the Company (the "Merger").
On the date of the Merger, the separate existence of Nebula ceased and the
Company became a wholly-owned subsidiary of Ascend. Each share of the Company's
outstanding Common Stock on the date of the Merger was converted into the right
to receive 0.35398 of a share of Ascend common stock. In connection with the
Merger, the Company filed a Certification and Notice of Termination of
Registration under section 12(g) of the Securities Exchange Act of 1934 to
terminate the registration of the Company's Common Stock.
Pursuant to the undertakings contained in the Registration Statement,
the Company hereby removes from registration all the unsold shares of Common
Stock covered by the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-1 to be signed on its behalf by the
undersigned, in the City of Minneapolis, State of Minnesota, on August 29, 1996.
NETSTAR, INC.
By /s/ Duane S. Carlson
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Duane S. Carlson
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 has
been signed by the following persons in the capacities and on the dates
indicated.
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SIGNATURE TITLE DATE
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* Chairman of the Board, August 29, 1996
- -------------------------------------- Chief Executive Officer, President
Douglas M. Pihl (Principal Executive Officer)
and Director
* Director August 29, 1996
- --------------------------------------
Thomas S. Bednarik
* Director August 29, 1996
- --------------------------------------
James D. Edwards
* Director August 29, 1996
- --------------------------------------
Gary A. Stoltz
/s/ Duane S. Carlson Chief Financial Officer August 29, 1996
- -------------------------------------- (Principal Financial Officer), Director,
Duane S. Carlson Secretary and Treasurer
* Vice President and Controller August 29, 1996
- -------------------------------------- (Principal Accounting Officer)
Wayne A. Zuehlke
* /s/ Duane S. Carlson August 29, 1996
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Duane S. Carlson, Attorney-in-Fact
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