APPLIED CELLULAR TECHNOLOGY INC
POS AM, 1999-03-31
TELEPHONE & TELEGRAPH APPARATUS
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     As Filed with the Securities and Exchange Commission on March 31, 1999

                                                      Registration No. 333-17191
- --------------------------------------------------------------------------------
                       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

                        APPLIED CELLULAR TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)
              MISSOURI                                       43-1641533
   (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                        Identification No.)

                          400 Royal Palm Way, Suite 410
                            Palm Beach, Florida 33480
                                 (561) 366-4800
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                               Garrett A. Sullivan
                          400 Royal Palm Way, Suite 410
                            Palm Beach, Florida 33480
                                 (561) 366-4800
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                        Copies of all correspondence to:
                             Denis P. McCusker, Esq.
                                 Bryan Cave LLP
                             One Metropolitan Square
                         211 North Broadway, Suite 3600
                         St. Louis, Missouri 63102-2750
                                 (314) 259-2000


- --------------------------------------------------------------------------------

                          Termination of Registration.

- --------------------------------------------------------------------------------

<PAGE>

     On December 3, 1996, the Registrant filed a registration  statement on Form
S-3, File No.  333-17191  registering  on behalf of the selling  securityholders
(named  therein) up to  5,560,371  shares of common  stock,  par value $.001 per
share,  of Applied  Cellular  Technology,  Inc. (the  "Shares") for an estimated
aggregate offering price of approximately $30,442,476 (the "Offering").

     The Offering has been  terminated,  and  accordingly,  this  Post-Effective
Amendment No. 1 is being filed,  pursuant to the  Registrant's  undertaking,  to
remove  from  registration  553,127  Shares1  which as of March 30,  1999 remain
unsold and  ineligible  for resale  under Rule 144(k) of the  Securities  Act of
1933, as amended.

















- --------

1 The remaining  553,127  Shares are held by an affiliate of the  Registrant and
  will be re-registered under a registration statement on Form S-1.

<PAGE>

                                   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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Palm Beach, State of Florida, on March 30, 1999.


                                 APPLIED CELLULAR TECHNOLOGY, INC.

                                 By:   /S/ DAVID A. LOPPERT
                                    --------------------------------------------
                                     David A. Loppert, Vice President, Treasurer
                                     and Chief Financial Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.

       Signature                           Title                     Date

                               Chairman of the Board of
  /S/ Richard J. Sullivan       Directors, Chief Executive
- ---------------------------     Officer and Secretary (Principal
   (Richard J. Sullivan)        Executive Officer)                March 30, 1999


 /S/ Garrett A. Sullivan       President and Director (Principal
- ---------------------------     Operating Officer)
   (Garrett A. Sullivan)                                          March 30, 1999


  /S/ David A. Loppert         Vice President, Treasurer and Chief
- ---------------------------     Financial Officer (Principal
   (David A. Loppert)           Accounting Officer)               March 30, 1999


 /S/ Angela M. Sullivan        Director
- ---------------------------
  (Angela M. Sullivan)                                            March 30, 1999


  /S/ Daniel E. Penni          Director
- ---------------------------
   (Daniel E. Penni)                                              March 30, 1999


 /S/ Arthur F. Noterman        Director
- ---------------------------
  (Arthur F. Noterman)                                            March 30, 1999


 /S/ Constance K. Weaver       Director
- ---------------------------
  (Constance K. Weaver)                                           March 30, 1999




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