<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2000
REGISTRATION NO. 333-32614
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENOME THERAPEUTICS CORP.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MASSACHUSETTS 04-2297484
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
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)
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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: / /
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<PAGE>
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.
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<CAPTION>
NUMBER DESCRIPTION
------ ------------------------------------------------------------
<C> <S>
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)
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-3 (File No. 33-00127).
** Previously filed
II-1
<PAGE>
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.
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<S> <C> <C>
GENOME THERAPEUTICS CORP.
BY: /S/ ROBERT J. HENNESSEY
-----------------------------------------
Title:Chairman of the Board and Chief
Executive Officer
</TABLE>
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.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/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
</TABLE>
<TABLE>
<S> <C>
/s/ ROBERT J. HENNESSEY
-------------------------------------------
Robert J. Hennessey
*By: Attorney-in-Fact
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ ------------------------------------------------------------
<C> <S>
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)
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-3 (File No. 33-00127).
** Previously filed
