-----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, SaAc4kREx3qnfVOx6OxzCjVKaRADpQRFGskIKXYnyC3IymNnyucKNidDMqs4kcuL JVyED+FnFdlQ2y+PUt36PQ== 0000950152-04-008766.txt : 20041206 0000950152-04-008766.hdr.sgml : 20041206 20041203182926 ACCESSION NUMBER: 0000950152-04-008766 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041206 DATE AS OF CHANGE: 20041203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONNELLEY R H PUBLISHING & ADVERTISING INC CENTRAL INDEX KEY: 0001229809 IRS NUMBER: 481018228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-107535-01 FILM NUMBER: 041184961 BUSINESS ADDRESS: STREET 1: C/O NEVADA CORPORATE MGMT STREET 2: 3993 HOWEARD HUGLEAS PKWY SUITE 25 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7028662200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R H DONNELLEY CORP CENTRAL INDEX KEY: 0000030419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 132740040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-107535-02 FILM NUMBER: 041184962 BUSINESS ADDRESS: STREET 1: 1001 WINSTEAD DRIVE CITY: CARY STATE: NC ZIP: 27513 BUSINESS PHONE: 9198046000 MAIL ADDRESS: STREET 1: 1001 WINSTEAD DRIVE CITY: CARY STATE: NC ZIP: 27513 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET COMPANIES INC DATE OF NAME CHANGE: 19790429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONNELLEY R H APIL INC CENTRAL INDEX KEY: 0001229805 IRS NUMBER: 880456495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-107535-03 FILM NUMBER: 041184963 BUSINESS ADDRESS: STREET 1: C/O NEVADA CORPORATE MGMT STREET 2: 3993 HOWEARD HUGLEAS PKWY SUITE 25 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7028662200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONNELLEY R H INC CENTRAL INDEX KEY: 0001065310 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 362467635 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-107535 FILM NUMBER: 041184964 BUSINESS ADDRESS: STREET 1: 1001 WINSTEAD DRIVE CITY: CARY STATE: NC ZIP: 27513 BUSINESS PHONE: 9192971234 MAIL ADDRESS: STREET 1: 1001 WINSTEAD DRIVE CITY: CARY STATE: NC ZIP: 27513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GET DIGITAL SMART COM INC CENTRAL INDEX KEY: 0001229808 IRS NUMBER: 134094530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-107535-05 FILM NUMBER: 041184965 BUSINESS ADDRESS: STREET 1: C/O NEVADA CORPORATE MGMT STREET 2: 3993 HOWEARD HUGLEAS PKWY SUITE 25 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7028662200 POS AM 1 l10819aposam.htm R.H. DONNELLEY INC. R.H. DONNELLEY INC.
 

As filed with the Securities and Exchange Commission on December 6, 2004.

Registration No. 333-107535
UNITED STATES
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

R.H. Donnelley Inc.

(Exact Name of Registrant as Specified in Its Charter)
     
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 		  36-2467635
(I.R.S. Employer
Identification Number)

1001 Winstead Drive
Cary, North Carolina 27513
(919) 297-1600
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

Robert J. Bush
Vice President, General Counsel And Corporate Secretary
1001 Winstead Drive
Cary, North Carolina 27513
(919) 297-1600
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copies to:
Thomas C. Daniels, Esq.
Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939

     Approximate date of commencement of proposed sale to the public: As soon as practicable following the effective date of this registration statement.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     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 reinvestment plans, please check the following box.x

     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 number of the earlier effective registration statement for the same offering. o

     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 number of the earlier effective registration statement of the same offering. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

     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 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

Table of Additional Registrants

                     
                    Address, Including Zip Code,
    State or Other   Primary Standard       and Telephone Number,
Exact Name of   Jurisdiction of   Industrial   I.R.S. Employer   Including Area Code, of
Registrant as Specified   Incorporation or   Classification Code   Identification   Registrant's Principal Executive
in Its Charter   Organization   Number   Number   Offices
R.H. Donnelley
Corporation
  Delaware     2741     13-2740040   1001 Winstead Drive
Cary, NC 27513
(919) 297-1600
R.H. Donnelley APIL,
Inc.
  Delaware     2741     88-0456495   2030 East Flamingo Road
Las Vegas, NV 89119
(702) 369-7000
Get Digital Smart.com,
Inc.
  Delaware     2741     13-4094530   1001 Winstead Drive
Cary, NC 27513
(919) 297-1600
R.H. Donnelley
Publishing &
Advertising, Inc.
  Kansas     2741     48-1018228   1001 Winstead Drive
Cary, NC 27513
(919) 297-1600

 

INTRODUCTORY NOTE

     This Registration Statement registered resales of $325,000,000 in aggregate principal amount of the 8 ⅞% senior notes due 2010 (the “Senior Notes”) and $600,000,000 in aggregate principal amount of the 10 ⅞% senior subordinated notes due 2012 (the “Senior Subordinated Notes” and collectively with the Senior Notes, the “Notes”) of R.H. Donnelley Inc., a Delaware corporation (the “Company”) and the related guarantees (the “Guarantees”) of the Notes by R.H. Donnelley Corporation and the Company’s subsidiaries. The Company was contractually obligated to register resales of the Notes and the related Guarantees and to maintain this Registration Statement’s effectiveness for a period of two years from the original issuance date of the Notes and the related Guarantees. The Notes and the related Guarantees were originally issued on December 3, 2002, and therefore the Company is no longer contractually obligated to maintain the effectiveness of the Registration Statement due to the expiration of such period. Accordingly, this Post-Effective Amendment No. 1 is being filed in order to deregister $207,652,000 in aggregate principal amount of the Senior Notes (and the related Guarantees) and $261,217,000 in aggregate principal amount of the Senior Subordinated Notes (and the related Guarantees) that have not been resold hereunder.

 

 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has reasonable grounds to believe that 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 Cary, State of North Carolina, on December 3, 2004.
         
  R.H. DONNELLEY INC.
 		  
  By:   /s/ Robert J. Bush    
    Name:   Robert J. Bush   
    Title:   Vice President, General Counsel
& Corporate Secretary 		  
 

     Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment no. 1 to the registration statement has been signed below by the following persons in the capacities indicated as of December 3, 2004.

     
Signatures
   Title
*
David C. Swanson
  Chairman, Chief Executive Officer and
Director (Principal Executive Officer)
 
    
*
Steven M. Blondy
  Senior Vice President, Chief Financial Officer
and Director (Principal Financial Officer)
 
    
/s/ Thomas D. D’Orazio
Thomas D. D’Orazio
  Vice President and Controller
(Principal Accounting Officer)
 
    
*
Robert J. Bush
  Vice President, General Counsel, Corporate
Secretary and Director

  *   The undersigned, by signing his name hereto, does sign and execute this post-effective amendment no. 1 to the registration statement pursuant to a power of attorney executed on behalf of the above-indicated officers and directors of the registrant and filed herewith as Exhibit 24.1 on behalf of the registrant.
         
     
  By:   /s/ Robert J. Bush    
    Robert J. Bush, Attorney-in-Fact   
       
 

 

 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has reasonable grounds to believe that 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 Cary, State of North Carolina, on December 3, 2004.
         
  R.H. DONNELLEY CORPORATION
 		  
  By:   /s/ Robert J. Bush    
    Name:   Robert J. Bush   
    Title:   Vice President, General Counsel
& Corporate Secretary 		  
 

     Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment no. 1 to the registration statement has been signed below by the following persons in the capacities indicated as of December 3, 2004.

     
Signatures
   Title
*
David C. Swanson
  Chairman, Chief Executive Officer and
Director (Principal Executive Officer)
 
    
*
Steven M. Blondy
  Senior Vice President and Chief Financial
Officer (Principal Financial Officer)
 
    
/s/ Thomas D. D’Orazio
Thomas D. D’Orazio
  Vice President and Controller
(Principal Accounting Officer)
 
    
*
Kenneth G. Campbell
  Director
 
    
*
Nancy E. Cooper
  Director
 
    
*
Robert R. Gheewalla
  Director
 
    
*
Robert Kamerschen
  Director
 
    
*
Terence M. O’Toole
  Director
 
    
/s/ Edwina D. Woodbury
Edwina D. Woodbury
  Director

 

 

     
*
David M. Veit
  Director
 
    
*
Barry Lawson Williams
  Director

  *   The undersigned, by signing his name hereto, does sign and execute this post-effective amendment no. 1 to the registration statement pursuant to a power of attorney executed on behalf of the above-indicated officers and directors of the registrant and filed herewith as Exhibit 24.1 on behalf of the registrant.
         
     
  By:   /s/ Robert J. Bush    
    Robert J. Bush, Attorney-in-Fact   
       
 

 

 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has reasonable grounds to believe that 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 Cary, State of North Carolina, on December 3, 2004.
         
  R.H. DONNELLEY APIL, INC.
 		  
  By:   /s/ Robert J. Bush    
    Name:   Robert J. Bush   
    Title:   Vice President & Assistant
Secretary 		  
 

     Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment no. 1 to the registration statement has been signed below by the following persons in the capacities indicated as of December 3, 2004.

     
Signatures
   Title
/s/ Thomas D. D’Orazio
Thomas D. D’Orazio
  President and Director (Principal Executive
Officer)
 
    
*
Jenny L. Apker
  Vice President and Treasurer (Principal
Financial Officer and Principal Accounting
Officer)
 
    
*
Robert J. Bush
  Vice President, Assistant Secretary and
Director
 
    
*
Mindy Riddle
  Secretary and Director

  *   The undersigned, by signing his name hereto, does sign and execute this post-effective amendment no. 1 to the registration statement pursuant to a power of attorney executed on behalf of the above-indicated officers and directors of the registrant and filed herewith as Exhibit 24.1 on behalf of the registrant.
         
     
  By:   /s/ Robert J. Bush    
    Robert J. Bush, Attorney-in-Fact   
       
 

 

 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has reasonable grounds to believe that 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 Cary, State of North Carolina, on December 3, 2004.
         
  GET DIGITAL SMART.COM, INC.
 		  
  By:   /s/ Robert J. Bush    
    Name:   Robert J. Bush   
    Title:   Vice President, General Counsel
& Corporate Secretary 		  
 

     Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment no. 1 to the registration statement has been signed below by the following persons in the capacities indicated as of December 3, 2004.

     
Signatures
   Title
*
David C. Swanson
  Chairman, Chief Executive Officer and
Director (Principal Executive Officer)
 
    
*
Steven M. Blondy
  Senior Vice President, Chief Financial Officer
and Director (Principal Financial Officer and
Principal Accounting Officer)
 
    
*
Robert J. Bush
  Vice President, General Counsel, Corporate
Secretary and Director

  *   The undersigned, by signing his name hereto, does sign and execute this post-effective amendment no. 1 to the registration statement pursuant to a power of attorney executed on behalf of the above-indicated officers and directors of the registrant and filed herewith as Exhibit 24.1 on behalf of the registrant.
         
     
  By:   /s/ Robert J. Bush    
    Robert J. Bush, Attorney-in-Fact   
       
 

 

 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has reasonable grounds to believe that 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 Cary, State of North Carolina, on December 3, 2004.
         
  R.H. DONNELLEY PUBLISHING AND
ADVERTISING, INC.
 		  
  By:   /s/ Robert J. Bush    
    Name:   Robert J. Bush   
    Title:   Vice President & Corporate
Secretary 		  
 

     Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment no. 1 to the registration statement has been signed below by the following persons in the capacities indicated as of December 3, 2004.

     
Signatures
   Title
*
Peter J. McDonald
  Chairman, Chief Executive Officer, President
and Director (Principal Executive Officer)
 
    
/s/ Jenny L. Apker
Jenny L Apker
  Vice President and Treasurer (Principal
Financial Officer)
 
    
/s/ Thomas D. D’Orazio
Thomas D. D’Orazio
  Vice President and Controller (Principal
Accounting Officer)
 
    
*
Robert J. Bush
  Vice President, Corporate Secretary
and Director
 
    
/s/ John Mieske
John Mieske
  Vice President, Finance & Operations and
Director

  *   The undersigned, by signing his name hereto, does sign and execute this post-effective amendment no. 1 to the registration statement pursuant to a power of attorney executed on behalf of the above-indicated officers and directors of the registrant and filed herewith as Exhibit 24.1 on behalf of the registrant.
         
     
  By:   /s/ Robert J. Bush    
    Robert J. Bush, Attorney-in-Fact   
       
 

 

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