As Filed with the Securities and Exchange Commission on March 31, 1999
Registration No. 333-17191
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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
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Termination of Registration.
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<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.
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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
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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
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(Angela M. Sullivan) March 30, 1999
/S/ Daniel E. Penni Director
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(Daniel E. Penni) March 30, 1999
/S/ Arthur F. Noterman Director
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(Arthur F. Noterman) March 30, 1999
/S/ Constance K. Weaver Director
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(Constance K. Weaver) March 30, 1999