-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PdTDNe4rBROZps8sbx5E31H/4ekpQyITxtUeL+twDsUCupMoMmQSKC2RYnkpKZ90 1XZXji9A5PNseR9mmAmHEw== 0001019056-99-000013.txt : 19990111 0001019056-99-000013.hdr.sgml : 19990111 ACCESSION NUMBER: 0001019056-99-000013 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: C-PHONE CORP CENTRAL INDEX KEY: 0000835585 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 061170506 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-25273 FILM NUMBER: 99503298 BUSINESS ADDRESS: STREET 1: 6714 NETHERLANDS DRIVE CITY: WILMINGTON STATE: NC ZIP: 28405 BUSINESS PHONE: 9103956100 MAIL ADDRESS: STREET 1: 6714 NETHERLANDS DR CITY: WILMINGTON STATE: NC ZIP: 28405 FORMER COMPANY: FORMER CONFORMED NAME: TARGET TECHNOLOGIES INC DATE OF NAME CHANGE: 19940615 POS AM 1 POS AM As filed with the Securities and Exchange Commission - January 8, 1999 Registration No. 333-25273 ================================================================================ 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 ------------ C-PHONE CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 06-1170506 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6714 NETHERLANDS DRIVE WILMINGTON, NORTH CAROLINA 28405 (910) 395-6100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------ DANIEL P. FLOHR PRESIDENT AND CHIEF EXECUTIVE OFFICER C-PHONE CORPORATION 6714 NETHERLANDS DRIVE WILMINGTON, NORTH CAROLINA 28405 (910) 395-6100 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------ Copies of all communications, including all communications sent to the agent for service, should be sent to: MICHAEL D. SCHWAMM, ESQ. WARSHAW BURSTEIN COHEN SCHLESINGER & KUH, LLP 555 FIFTH AVENUE NEW YORK, NEW YORK 10017 (212) 984-7700 Approximate date of commencement of proposed sale to the public: Not applicable. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment 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, 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: [ ] EXPLANATORY NOTE A total of 3,684,668 shares of common stock, par value $.01 per share (the "Common Stock") of C-Phone Corporation were registered under the Securities Act of 1933 by the filing of a Registration Statement on Form S-3 (File No. 333-25273) (the "Registration Statement"). The Registration Statement was declared effective on June 25, 1997. 1,186,963 shares of Common Stock were sold by the selling stockholders pursuant to the Registration Statement. The Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister the remaining 2,497,705 shares of Common Stock. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-3 and 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 Wilmington, State of North Carolina, on January 8, 1999. C-PHONE CORPORATION By: /s/ Paul H. Albritton ------------------------------------- Paul H. Albritton Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, this Post Effective No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Dated: January 8, 1999 * ------------------------------------------ Daniel P. Flohr President, Chief Executive Officer and Director (Principal Executive Officer) January 8, 1999 * ----------------------------------------- Tina L. Jacobs Director January 8, 1999 * ----------------------------------------- Seymour L. Gartenberg Director January 8, 1999 * ----------------------------------------- E. Henry Mize Director January 8, 1999 * ----------------------------------------- Donald S. McCoy Director January 8, 1999 * ----------------------------------------- Stuart E. Ross Director January 8, 1999 /s/ Paul H. Albritton ----------------------------------------- Paul H. Albritton Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) By: /s/ Paul H. Albritton ----------------------------------------- Paul H. Albritton Attorney-in-fact -----END PRIVACY-ENHANCED MESSAGE-----