U S WIRELESS CORP
POS AM, 1999-08-03
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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     As filed with the Securities and Exchange Commission on August 3, 1999

                           Registration No. 333-30709

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                 TO THE FORM S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            U.S. Wireless Corporation
               (Exact name of Registrant as specified in Charter)

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<S>                                                  <C>                                                      <C>
      Delaware                                       4812                                                     13-3704059
     (State of                                       (Primary standard industrial                             I.R.S. employer
     Incorporation)                                  classification code)                                     identification No.
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                                2303 Camino Ramon
                           San Ramon, California 94583
               (Address and telephone number of Principal Offices)

                 Dr. Oliver Hilsenrath, Chief Executive Officer
                                2303 Camino Ramon
                           San Ramon, California 94583
                                 (925) 327-6200
            (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. [ ]


<PAGE>
     U.S. Wireless Corporation (the "Company") filed a Registration Statement on
Form S-3 dated September 26, 1997,  registering the sale of to 3,078,000  shares
(the "Shares") of common stock,  par value $.01 per share (the "Common  Stock"),
of which  1,800,000  shares are issuable upon the exercise of stock options.  To
date 1,350,000 shares of Common Stock have been resold,  of which 100,000 shares
were issued upon the  exercise of an option.  The Company  hereby  requests  the
deregisteration of the resale of 1,728,000 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  that it meets  all the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in San Ramon, CA on the 30th day of July, 1999.


                                                       U.S. Wireless Corporation


                                                   By: \s\ Dr. Oliver Hilsenrath
                                                           Dr. Oliver Hilsenrath
                                                         Chief Executive Officer

     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.

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<S>                                                           <C>                                                  <C>
\s\ Dr. Oliver Hilsenrath                                     Chief Executive Officer                              07/30/99
Dr. Oliver Hilsenrath                                         President and director                               Date


\s\ Dennis Francis                                            Director                                             07/30/99
Dennis Francis                                                                                                     Date


\s\ Barry West                                                Director                                             07/30/99
Barry West                                                                                                         Date


\s\ David Tamir                                               Director                                             07/30/99
David Tamir                                                                                                        Date

\s\ Irwin Gross                                               Director                                             07/30/99
Irwin Gross                                                                                                        Date

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