POS EX 1 posex.txt POST-EFFECTIVE AMENDMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2000 REGISTRATION NO. 333-32614 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ GENOME THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2297484 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number)
100 BEAVER STREET WALTHAM, MA 02453 (781)-398-2300 (Address, of principal executive offices, including zip code) PHILIP V. HOLBERTON CHIEF FINANCIAL OFFICER GENOME THERAPEUTICS CORP. 100 BEAVER STREET WALTHAM, MA 02453 (781)-398-2300 (Name and address, including zip code, and telephone number, including area code, of agent for service) ------------------------------ Please send copies of all communications to: PATRICK O'BRIEN DAVID C. CHAPIN ROPES & GRAY ONE INTERNATIONAL PLACE BOSTON, MASSACHUSETTS 02110 (617) 951-7000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as possible after the effectiveness of the 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. / / 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. /X/ 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 under 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: / / -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- POST-EFFECTIVE AMENDMENT NO. 2 Pursuant to Rule 462(d) under the Securities Act of 1933, as amended, Genome Therapeutics hereby amends its Registration Statement on Form S-3, File No. 333-32614, for the sole purpose of filing Exhibit 1.1. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (A) EXHIBITS The following is a list of exhibits filed as a part of this registration statement.
NUMBER DESCRIPTION ------ ------------------------------------------------------------ 1.1 Cash Account Client Agreement with Tucker Anthony 4.1* Specimen Certificate for shares of common stock, $.10 par value, of the Registrant 5** Opinion of Ropes & Gray with respect to the validity of the securities being offered 10.1** Employment Agreement of Richard D. Gill, Ph.D. 10.2** Restricted Stock Award Agreement for Richard D. Gill, Ph.D. 10.3** Registration Rights Agreement between the Registrant and bioMerieux Alliance sa dated September 30, 1999 10.4** Employment Agreement of Christopher T. Kelly 23.1** Consent of Ropes & Gray (contained in its opinion filed as Exhibit 5) 23.2** Consent of Arthur Andersen LLP 24** Power of attorney (included on the page II-4 of this Registration Statement)
------------------------ * Incorporated by reference to the Registrant's Registration Statement on Form S-3 (File No. 33-00127). ** Previously filed II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-effective Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 26th day of June, 2000. GENOME THERAPEUTICS CORP. BY: /S/ ROBERT J. HENNESSEY ----------------------------------------- Title:Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-effective Amendment No. 2 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
NAME TITLE DATE ---- ----- ---- /s/ ROBERT J. HENNESSEY Chairman of the Board and Chief ------------------------------------------- Executive Officer (Principal June 26, 2000 Robert J. Hennessey Executive Officer) * Chief Financial Officer ------------------------------------------- (Principal Financial and June 26, 2000 Philip V. Holberton Accounting Officer) * Director ------------------------------------------- June 26, 2000 Marc B. Garnick * Director ------------------------------------------- June 26, 2000 Philip Leder * Director ------------------------------------------- June 26, 2000 Lawrence Levy * Director ------------------------------------------- June 26, 2000 Steven M. Rauscher * Director ------------------------------------------- June 26, 2000 Norbert G. Riedel
/s/ ROBERT J. HENNESSEY ------------------------------------------- Robert J. Hennessey *By: Attorney-in-Fact
II-2 EXHIBIT INDEX
NUMBER DESCRIPTION ------ ------------------------------------------------------------ 1.1 Cash Account Client Agreement with Tucker Anthony 4.1* Specimen Certificate for shares of common stock, $.10 par value, of the Registrant 5** Opinion of Ropes & Gray with respect to the validity of the securities being offered 10.1** Employment Agreement of Richard D. Gill, Ph.D. 10.2** Restricted Stock Award Agreement for Richard D. Gill, Ph.D. 10.3** Registration Rights Agreement between the Registrant and bioMerieux Alliance sa dated September 30, 1999 10.4** Employment Agreement of Christopher T. Kelly 23.1** Consent of Ropes & Gray (contained in its opinion filed as Exhibit 5) 23.2** Consent of Arthur Andersen LLP 24** Power of attorney (included on the page II-4 of this Registration Statement)
------------------------ * Incorporated by reference to the Registrant's Registration Statement on Form S-3 (File No. 33-00127). ** Previously filed