<PAGE>
As filed with the Securities and Exchange Commission on May 16,
1996
Registration No. 333-02339
=================================================================
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
----------------------
HEARTLAND WIRELESS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 4841 73-1435149
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Identification
organization) Classification No.)
Code Number)
----------------------
903 North Bowser, Suite 140
Richardson, Texas 75081
(214) 479-9244
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
----------------------
John R. Bailey
Senior Vice President-Finance,
Chief Financial Officer, Treasurer and Secretary
Heartland Wireless Communications, Inc.
903 North Bowser, Suite 140
Richardson, Texas 75081
(214) 479-9244
(Name, address including zip code, and telephone number,
including area code, of agent for service of process)
----------------------
With copy to:
Victor B. Zanetti, Esq.
Arter & Hadden
1717 Main Street, Suite 4100
Dallas, Texas 75201-4605
(214) 761-4475
----------------------
DEREGISTRATION OF SECURITIES
=================================================================
<TABLE>
<CAPTION>
Title of Each Class of Amount Initially Amount Being Amount Sold by
Securities to be Deregistered Registered Deregistered Selling Shareholders
- ----------------------------- ---------------- ------------ --------------------
<S> <C> <C> <C>
Common Stock, $.001 par value 1,661,893 212,716 1,449,177
</TABLE>
=================================================================
<PAGE>
DEREGISTRATION OF 212,716 SHARES OF COMMON STOCK
On April 8, 1996, Heartland Wireless Communications, Inc., a
Delaware corporation (the "Company"), filed with the Securities and
Exchange Commission, a Registration Statement (Registration
Statement No. 333-02339) on Form S-3 under the Securities Act of
1933, as amended. Such Registration Statement, as amended by
Amendment No. 1 filed on April 29, 1996, related to up to 1,661,893
shares ("Shares") of the Company's common stock, $.001 par value
per share, offered on behalf of or for the account of Charter
Wireless Cable Holdings, LLC, a Delaware limited liability
company ("CWCH"), Ron Jones, Neil Straub, J.A. McWhorter,
Kenneth Christie, Charles Calhoun, Paul McCully, Wireless
Investors, Inc. and Gerard Klauer Mattison & Co., LLC ("GKM"). As
set forth in the Registration Statement, the Shares were permitted
to be offered and sold under the Registration Statement until the
earlier of (i) the sale of all of the Shares offered by CWCH,
subject to extension at the option of the Company, or (ii) 180 days
following the effective date of the Registration Statement (April
30, 1996). CWCH sold all Shares offered by it on May 1, 1996, and
the Company agreed to extend the period during which the remaining
Shares offered under the Registration Statement could be sold
thereunder until 3:00 p.m. on May 10, 1996 (the "Expiration Time").
As of the Expiration Time, 1,449,177 Shares had been sold under the
Registration Statement. As of the Expiration Time, an aggregate of
212,716 Shares, including 210,000 Shares issuable upon the exercise
of warrants held by GKM (none of which were exercised prior to the
Expiration Date), 1,000 Shares held by Charles Calhoun, and 1,716
Shares held by Paul McCully, entitled to be sold under the
Registration Statement were unsold. Accordingly, the Company
hereby deregisters 212,716 shares of Common Stock previously
registered under the Registration Statement that were unsold as of
the Expiration Time.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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
Dallas and State of Texas on the 16th day of May, 1996.
HEARTLAND WIRELESS COMMUNICATIONS, INC.
By: /s/ John R. Bailey
John R. Bailey
Senior Vice President - Finance
Chief Financial Officer
Treasurer and Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration
Statement has been signed on the 16th day of May, 1996, by the
following persons in the capacities indicated.
Signature Title
/s/ J. R. Holland, Jr.* Chairman of the Board and Director
J. R. Holland, Jr.
/s/ David E. Webb* President, Chief Executive Officer
David E. Webb and Director (Principal Executive
Officer)
/s/ John R. Bailey Senior Vice President - Finance,
John R. Bailey Chief Financial Officer, Treasurer
and Secretary (Principal Financial
Officer)
/s/ David D. Hagey* Vice President, Controller and
David D. Hagey Assistant Secretary (Principal
Accounting Officer)
/s/ Alvin H. Lane, Jr.* Director
Alvin H Lane, Jr.
/s/ Dennis M. O'Rourke* Director
Dennis M. O'Rourke
/s/ Wes W. Watkins* Director
Wes W. Watkins
/s/ L. Allen Wheeler* Director
L. Allen Wheeler
_______________________ Director
John A. Sprague
*By: /s/ John R. Bailey
John R. Bailey
Attorney-in-Fact
