As filed with the Securities and Exchange Commission on June 16, 1997
Registration No. 333-05366
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
U.S. WIRELESS CORPORATION
(Exact name of Registrant as specified in Charter)
Delaware 13-3704059
(State of I.R.S. employer
Incorporation) identification No.
2694 Bishop Drive, Suite 213
San Ramon, California 94583
(Address and telephone number of Principal Offices)
Dr. Oliver Hilsenrath, Chief Executive Officer
2694 Bishop Drive, Suite 213
San Ramon, California
(510) 830-8801
(Name, Address and Telephone Number of Agent for Service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box: [
]
If any of the securities being registered on this Form S-3 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: [X]
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 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, please check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. [ ]
If delivery of a prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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U.S. Wireless Corporation (formerly American Toys, Inc.) (the
"Company") filed a Registration Statement on Form S-8 dated July 23, 1996
registering the sale of 3,250,000 shares (the "Shares") of common stock, par
value $.001 per share (the "Common Stock") of the Company underlying options
granted pursuant to an employment agreement. The options have been exercised in
full and 3,250,000 shares issued. Of such shares 1,000,000 shares have been
re-sold. The Company hereby requests the termination of the S-8 registration
statement and thereby deregisters the remaining 2,250,000 shares previously
registered for sale.
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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
the requirements for filing on Form SB-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized on the 16th day of June, 1997.
U.S. WIRELESS CORPORATION
By: \s\ Dr. Oliver Hilsenrath
Dr. Oliver Hilsenrath, Chief Executive
Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
\s\ Dr. Oliver Hilsenrath Chief Executive Officer, 06/16/97
Dr. Oliver Hilsenrath President and Director Date
\s\ Regina Gindin Director 06/16/97
Regina Gindin Date
\s\ David Tamir Director 06/16/97
David Tamir Date
</TABLE>
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