As filed with the Securities and Exchange Commission
on June 13, 2002
Registration No. 333-39257
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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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HUNGARIAN TELEPHONE AND CABLE CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3652685
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
32 CENTER STREET
DARIEN, CONNECTICUT 06820
(203) 656-3882
(Address and Telephone Number of Registrant's
Principal Executive Offices)
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PETER T. NOONE, ESQ.
GENERAL COUNSEL
HUNGARIAN TELEPHONE AND CABLE CORP.
32 CENTER STREET
DARIEN, CT 06820
(203) 656-3882
(Name, Address and Telephone Number of Agent For Service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
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, 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. [ ]
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The Registrant's Registration Statement No. 333-39257 was declared
effective by the Securities and Exchange Commission on November 5, 1997, in
connection with the offering of 108,979 shares of common stock. Pursuant to this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 No.
333-39257, the Registrant hereby de-registers all 108,979 shares of common
stock.
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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 1993 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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In accordance with the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing a post-effective amendment on Form S-3 and has
authorized this Post-Effective Amendment No. 1 to the Registration Statement on
Form S-3 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Darien, State of Connecticut, on June 13, 2002.
Hungarian Telephone and Cable Corp.
By: /s/ Peter T. Noone, Esq.
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Peter T. Noone
General Counsel and Authorized
Representative on behalf
of the Registrant and the
Registrant's Board of Directors
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