<PAGE>
As filed with the Securities and Exchange Commission on October 1, 1999.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONNETICS CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 3400 West Bayshore Road 94-3173928
(State or other jurisdiction of Palo Alto, CA 94303 (I.R.S. Employer
incorporation or organization) (650) 843-2800 Identification Number)
</TABLE>
(Address, including zip code, and telephone number, including area code, of the
Registrant's principal executive offices)
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Thomas G. Wiggans
President and Chief Executive Officer
Connetics Corporation
3400 West Bayshore Road
Palo Alto, CA 94303
(650) 843-2800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
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<S> <C>
Christopher D. Mitchell, Esq. Richard R. Plumridge, Esq.
Jason Altieri, Esq. Arun Jha, Esq.
Terence Roberts, Esq. Brobeck, Phleger & Harrison LLP
Wilson Sonsini Goodrich & Rosati 370 Interlocken Blvd., Suite 500
Professional Corporation Broomfield, Colorado 80021
650 Page Mill Road (303) 410-2000
Palo Alto, California 94304
(650) 493-9300
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after 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. [_]
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. [X] 333-85833
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 this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Share(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par val-
ue........................ 920,000 $4.75 $4,370,000 $1,214.86
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(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(a) under the Securities Act of
1933, as amended.
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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 1933, as amended, or until the registration statement
shall become effective on such date as the SEC, acting pursuant to said Section
8(a), may determine.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") by Connetics Corporation, Inc. (the "Company") pursuant to Rule
462(b)(3) under the Act. This Registration Statement incorporates by reference
the contents of the Registration Statement on Form S-3 (File No. 333-85833) of
the Company, which was declared effective on September 30, 1999, including each
of the documents filed by the Company with the Commission and incorporated or
deemed to be incorporated by reference therein.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed its
bank to pay the Commission the filing fee set forth on the cover page of this
Registration Statement by a wire transfer of such amount to the Commission's
account at Mellon Bank as soon as practicable (but no later than the close of
business on October 1, 1999), (ii) it will not revoke such instructions, (iii)
it has sufficient funds in this relevant account to cover the amount of such
filing fee, and (iv) it will confirm receipt of such instructions by the bank
during regular business hours on October 1, 1999.
<PAGE>
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto,
State of California, on the 1st day of October, 1999.
Connetics Corporation
By: /s/ John L. Higgins
__________________________________
John L. Higgins
Vice President, Finance and
Administration and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
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<CAPTION>
Signature Title Date
<S> <C> <C>
Thomas G. Wiggans* President, Chief Executive October 1, 1999
______________________________________ Officer (Principal Executive
Thomas G. Wiggans Officer)
and Director
/s/ John L. Higgins Vice President, Finance and October 1, 1999
______________________________________ Administration and Chief
John L. Higgins Financial Officer (Principal
Financial and Accounting
Officer)
G. Kirk Raab* Chairman of the Board of October 1, 1999
______________________________________ Directors
G. Kirk Raab
Alexander E. Barkas, Ph.D.* Director October 1, 1999
______________________________________
Alexander E. Barkas, Ph.D.
Eugene A. Bauer, M.D.* Director October 1, 1999
______________________________________
Eugene A. Bauer, M.D.
Brian H. Dovey* Director October 1, 1999
______________________________________
Brian H. Dovey
John C. Kane* Director October 1, 1999
______________________________________
</TABLE> John C. Kane
II-2
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
Thomas D. Kiley* Director October 1, 1999
______________________________________
Thomas D. Kiley
Joseph J. Ruvane, Jr.* Director October 1, 1999
______________________________________
Joseph J. Ruvane, Jr.
*By: /s/ John L. Higgins October 1, 1999
______________________________________
Attorney-in-fact
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II-3
<PAGE>
EXHIBIT INDEX
Index to Exhibits
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<CAPTION>
Exhibit No. Description
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<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1* Power of Attorney
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* previously filed as part the Registration Statement on Form S-3 (file no.
333-85833) at page II- filed with the commission on August 24, 1999.
<PAGE>
EXHIBIT 5.1
[Wilson Sonsini Goodrich & Rosati Letterhead]
October 1, 1999
Connetics Corporation
3400 West Bayshore Road
Palo Alto, CA 94303
Re: Connetics Corporation (the "Company") Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed by you with the
Securities and Exchange Commission (the "Commission") on or about October 1,
1999 (as such may be further amended or supplemented, the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of up to 920,000 shares of your Common Stock (the
"Shares"). The Shares, which include up to 120,000 shares of Common Stock
issuable pursuant to an over-allotment option granted to the underwriters (the
"Underwriters"), are to be sold to the Underwriters as described in such
Registration Statement for sale to the public. As your counsel in connection
with this transaction, we have examined the proceedings proposed to be taken by
you in connection with the issuance and sale of the Shares.
Based on the foregoing, it is our opinion that, upon conclusion of the
proceedings being taken or contemplated by us, as your counsel, to be taken
prior to the issuance of the Shares and upon completion of the proceedings
taken in order to permit such transactions to be carried out in accordance with
the securities laws of various states where required, the Shares, when issued
and sold in the manner described in the Registration Statement, will be legally
and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
which has been approved by us, as such may be further amended or supplemented,
or incorporated by reference in any Registration Statement relating to the
prospectus filed pursuant to Rule 462(b) of the Act.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" incorporated by reference in the
Registration Statement (Form S-3 No. 333-85833) and related Prospectus of
Connetics Corporation for the registration of 920,000 shares of its common
stock and to the incorporation by reference of our report dated January 13,
1999, with respect to the consolidated financial statements of Connetics
Corporation included in the Registration Statement (Form S-3 No. 333-85833) for
the registration of 4,600,000 shares of its common stock filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
October 1, 1999
