AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, VIA EDGAR,
ON OCTOBER 3, 1997
REGISTRATION NO. 333-36821
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2
to
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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<S> <C>
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. / /
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<PAGE>
The purpose of this Amendment No. 1 is to file the Signatures Page
(containing a Power of Attorney) to the Registration Statement previously filed.
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. 2 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
October 3, 1997.
AMERILINK CORPORATION
By: /s/ Larry R. Linhart
--------------------------------
Larry R. Linhart
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Amemdment No. 2 to
the Registration Statement has been signed by the following persons in the
capacities indicated and on October 3, 1997.
SIGNATURE TITLE
--------- -----
/s/ Larry R. Linhart 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: /s/ Larry R. Linhart
-------------------------
Larry R. Linhart
Attorney-in-Fact
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on September 29, 1997.
AMERILINK CORPORATION
By: /s/ Larry R. Linhart
---------------------------------
Larry R. Linhart
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of AMERILINK CORPORATION, hereby
severally constitute and appoint Larry R. Linhart our lawful attorney-in-fact
and agent, for us and in our stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
necessary or advisable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent may lawfully do or cause to
be done by virtue thereof.
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
--------- -----
/s/ Larry R. Linhart Chairman of the Board of Directors,
- ------------------------------ President and Chief Executive
Larry R. Linhart Officer (principal executive
officer)
/s/ James W. Brittan Treasurer and Vice President --
- ------------------------------ Finance (principal financial and
James W. Brittan accounting officer)
/s/ Robert L. Powelson Director
- ------------------------------
Robert L. Powelson
/s/ E. Len Gibson Director
- ------------------------------
E. Len Gibson
Director
- ------------------------------
William H. Largent
/s/ George Manser Director
- ------------------------------
George Manser
/s/ Richard W. Rubenstein Director
- ------------------------------
Richard W. Rubenstein