-----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, M9mpLfrp/dbGx7rsfRkChKcCepvXza4QYhwRsBOkfqM0UPHKxe9lWh0yLRqCz7fL PpuJxasm0ccdWK+OnsHUmg== 0000891618-01-502790.txt : 20020413 0000891618-01-502790.hdr.sgml : 20020413 ACCESSION NUMBER: 0000891618-01-502790 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GYMBOREE CORP CENTRAL INDEX KEY: 0000786110 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 942615258 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-53490 FILM NUMBER: 1822886 BUSINESS ADDRESS: STREET 1: 700 AIRPORT BLVD STE 200 CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 4155790600 MAIL ADDRESS: STREET 1: 700 AIRPORT BLVD #200 STREET 2: 700 AIRPORT BLVD #200 CITY: BURLINGAME STATE: CA ZIP: 94010 POS AM 1 f78086a1posam.txt POST EFFECTIVE AMENDMENT #1 TO S-3 333-53490 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 26, 2001. REGISTRATION NO. 333-53490 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 ------------ THE GYMBOREE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 94-2615258 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) THE GYMBOREE CORPORATION 700 AIRPORT BOULEVARD BURLINGAME, CALIFORNIA 94010-1912 (650) 579-0600 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------ LISA M. HARPER CHIEF EXECUTIVE OFFICER THE GYMBOREE CORPORATION 700 AIRPORT BOULEVARD BURLINGAME, CALIFORNIA 94010-1912 (650) 579-0600 (Name, address and telephone number, including area code, of agent for service) ------------ COPY TO: STEPHANIE DALEY-WATSON, ESQ. PERKINS COIE LLP 1201 THIRD AVENUE, 40TH FLOOR SEATTLE, WASHINGTON 98101-3099 ------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not applicable. If the only securities being registered in this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities that were registered on this form were 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 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. [ ] ------------ POST-EFFECTIVE AMENDMENT TO DEREGISTER UNSOLD SHARES This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3, Registration No. 333-53490 (the "Registration Statement"), of The Gymboree Corporation, a Delaware corporation (the "Registrant"). Pursuant to a contractual arrangement, the Registration Statement registered 3,198,670 shares of the Registrant's common stock, par value $0.001 per share (the "Shares"), on behalf of eleven stockholders (the "Stockholders"). Pursuant to the contractual arrangement between the Registrant and the Stockholders, the parties agreed that the Registrant would leave the Registration Statement effective until no later than May 31, 2001. The Registration Statement was declared effective on January 24, 2001 (the "Effective Date"). Since the Effective Date, 539,866 of the Shares have been sold and 2,658,804 of the Shares remain unsold (the "Unsold Shares"). Pursuant to the undertaking of the Registrant contained in Part II, Item 17, of the Registration Statement in the section entitled "Undertakings," the Unsold Shares are hereby withdrawn from registration. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlingame, State of California, on December 26, 2001. THE GYMBOREE CORPORATION By: /s/ Lisa M. Harper ------------------------------------- Lisa M. Harper Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities indicated on December 26, 2001.
SIGNATURE TITLE /s/ Stuart G. Moldaw Chairman of the Board - ---------------------------- Stuart G. Moldaw *Lisa M. Harper Chief Executive Officer - ---------------------------- Lisa M. Harper (Principal Executive Officer) /s/ Alison L. May Acting Chief Financial Officer - ---------------------------- Alison L. May (Principal Financial Officer and Accounting Officer) *Walter F. Loeb Director - ---------------------------- Walter F. Loeb *John Pound Director - ---------------------------- John Pound *Barbara L. Rambo Director - ---------------------------- Barbara L. Rambo *Michael Steinberg Director - ---------------------------- Michael Steinberg *William U. Westerfield Director - ---------------------------- William U. Westerfield *By: /s/ Stuart G. Moldaw - ---------------------------- Stuart G. Moldaw Attorney-in-Fact
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