AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, VIA EDGAR,
ON OCTOBER 1, 1997
REGISTRATION NO. 333-36821
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1
to
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERILINK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 31-1409345
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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LARRY R. LINHART
President and Chief Executive Officer
1900 East Dublin-Granville Road 1900 East Dublin-Granville Road
Columbus, Ohio 43229 Columbus, Ohio 43229
(614) 895-1313 (614) 895-1313
(Address of principal executive offices) (Name and address of agent for service)
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Copy to:
FRED A. SUMMER, ESQ. RICHARD A. SILFEN, ESQ.
Squire, Sanders & Dempsey L.L.P. Wolf, Block, Schorr and Solis-Cohen LLP
41 South High Street Twelfth Floor Packard Building
Columbus, Ohio 43215 111 South 15th Street
(614) 365-2700 Philadelphia, Pennsylvania 19102
(215) 977-2000
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 to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. / /
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. / /
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 statement 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, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
The purpose of this Amendment No. 1 is to file Exhibit 23.1.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-2 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbus, State of Ohio, on
September 30, 1997.
AMERILINK CORPORATION
By:
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Larry R. Linhart
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
and on September 29, 1997.
SIGNATURE TITLE
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* Chairman of the Board of Directors,
- ------------------------------ President and Chief Executive
Larry R. Linhart Officer (principal executive
officer)
* Treasurer and Vice President --
- ------------------------------ Finance (principal financial and
James W. Brittan accounting officer)
* Director
- ------------------------------
Robert L. Powelson
* Director
- ------------------------------
E. Len Gibson
Director
- ------------------------------
William H. Largent
* Director
- ------------------------------
George Manser
* Director
- ------------------------------
Richard W. Rubenstein
*By:
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Larry R. Linhart
Attorney-in-Fact
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated May 16, 1997, in the Registration Statement (Form S-2)
and related Prospectus of AmeriLink Corporation for the registration of
1,000,000 shares of its common stock.
We also consent to the incorporation by reference therein of our report dated
May 16, 1997 with respect to the financial statement schedule of AmeriLink
Corporation for the years ended March 30, 1997, March 31, 1996 and April 2,
1995 included in the Annual Report (Form 10-K) for 1997 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Columbus, Ohio
September 26, 1997
