As filed with the Securities and Exchange Commission on October 22, 1997
Registration No. 333-18313
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post Effective
Amendment No. 1
to Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PageMart Wireless, Inc.
(Exact Name of registrant as specified in its Charter)
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Delaware 4812 23-2687447
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification No.)
Incorporation or
Organization)
6688 North Central Expressway Todd A. Bergwall
Suite 800 PageMart Wireless, Inc.
Dallas, TX 75206 6688 North Central Expressway
(214) 750-5809 Suite 800
(Address, including zip code, Dallas, TX 75206
and telephone number, including (214) 750-5809
area code, of registrant's (Name, address, including
principal executive offices) zip code, and telephone
number, including area
code, of agent for service)
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Copies to:
Sarah Jones Beshar
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
If the only securities being registered on this Form are being
offered pursuant to dividend or interest plans, please check the following
box. [ ]
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, other than securities offered only in connection
with dividend or interest reinvestment plans, 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, please 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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The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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PageMart Wireless, Inc. (the "Company") registered 561,660 shares
("Shares") of its Class A Common Stock, par value $.0001 (the "Common
Stock"), under this Registration Statement, which was declared effective on
January 2, 1997. The Shares are issuable upon the exercise of warrants
("Warrants") to purchase Common Stock at a purchase price of $3.26 per
share.
The Shares were registered by the Company pursuant to registration
rights granted to holders of the Warrants under a warrant agreement dated
October 19, 1993 (the "Warrant Agreement") between the Company and the
United States Trust Company of New York, as Warrant Agent. Under the
Warrant Agreement, the Company was required to keep the Registration
Statement continuously effective until April 2, 1997, or such shorter
period as was necessary to complete the distribution of the Shares.
An aggregate of 13,800 Shares have been sold under the Registration
Statement since January 2, 1997. As the time period for which Company is
required to keep the Registration Statement effective has elapsed, the
Company hereby deregisters the 547,860 Shares that have not been sold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this post-effective amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on October 22, 1997.
PAGEMART WIRELESS, INC.
By:/s/ John D. Beletic
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John D. Beletic
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment has been signed below by the following persons in
the capacities indicated on October 22, 1997.
Signature Title Date
--------- ----- ----
/s/ John D. Beletic Chairman, President October 22, 1997
- ---------------------------- and Chief Executive
John D. Beletic Officer (Principal
Executive Officer)
/s/ G. Clay Myers Vice President, Finance, October 22, 1997
- ---------------------------- Chief Financial Officer
G. Clay Myers and Treasurer (Principal
Financial and Accounting
Officer)
/s/ Frank V. Sica Director October 22, 1997
- ----------------------------
Frank V. Sica
/s/ Guy L. de Chazal Director October 22, 1997
- ----------------------------
Guy L. de Chazal
/s/ Arthur Patterson Director October 22, 1997
- ----------------------------
Arthur Patterson
/s/ Roger D. Linquist Director October 22, 1997
- ----------------------------
Roger D. Linquist
/s/ Leigh J. Abramson Director October 22, 1997
- ----------------------------
Leigh J. Abramson
/s/ Alejandro Perez Elizondo Director October 22, 1997
- ----------------------------
Alejandro Perez Elizondo
/s/ Pamela D. A. Reeve Director October 22, 1997
- ----------------------------
Pamela D. A. Reeve
