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As filed with the United States Securities and Exchange
Commission on May 16, 2000
Registration No. 333-48021
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UNITED STATES
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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GENUS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CALIFORNIA 94-2790804
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION
INCORPORATION OR CLASSIFICATION NUMBER)
ORGANIZATION) CODE NUMBER)
1139 KARLSTAD DRIVE
SUNNYVALE, CA 94089
(408) 747-7120
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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WILLIAM W. R. ELDER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GENUS, INC.
1139 KARLSTAD DRIVE
SUNNYVALE, CA 94089
(408) 747-7120
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
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COPIES TO:
MARIO M. ROSATI, ESQ.
ROSEANN M. ROTANDARO, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
FAX: (650) 845-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time as the several selling shareholders may decide.
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. / /
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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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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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SUPPLEMENT NOTE
This registration statement was first declared effective by the
Securities and Exchange Commission on May 3, 1998 and the first post-effective
amendment was filed on August 5, 1998. Supplements to the registration
statement, as amended, were filed on November 16, 1998, March 12, 1999 and
April 6, 2000.
The registration statement, as amended, relates to the resale by
certain security holders of Genus, Inc. of (i) up to 1,120,000 shares of common
stock, no par value, issuable upon conversion of Series B Convertible Preferred
Stock, (ii) up to 107,009 shares of commmon stock previously issued upon
conversion of Series A Convertible Preferred Stock, (iii) 400,000 additional
shares of common stock issuable upon exercise of certain warrants to purchase
common stock and (iv) up to 49,868 additional shares of common stock issuable as
dividends on the Series B stock.
We had initially sold 100,000 shares of series A stock and the
warrants to the security holders in a private transaction on February 12,
1998. On July 30, 1998, we redeemed 70,000 shares of series A stock and
issued 28,000 shares of series B stock to the security holders in exchange
for outstanding unredeemed series A stock. The remaining 2,000 shares of
Series A stock had been converted into 107,009 shares of common stock.
Of the 1,676,877 shares of common stock registered by Genus on this
registration statement, (A) 640,000 shares were sold upon conversion of
16,000 shares of the Series B stock (the remaining 12,000 shares of Series B
stock were redeemed), (B) the 107,009 shares which had been converted from
the series A stock were sold, (C) 400,000 shares issuable upon exercise of
certain warrants to purchase common stock remain unsold and (D) 49,868 shares
of common stock issuable as dividends on the Series B Stock remain unsold (no
shares were required to be issued as dividends). Accordingly, of the
1,676,877 shares of common stock that we registered on this registration
statement, we sold 747,009 shares.
Genus hereby withdraws from registration 929,868 shares of our common
stock. Our obligation to keep this registration statement effective has expired
in accordance with the terms of the Registration Rights Agreement executed on
February 12, 1998 in conjunction with the initial sale of securities and
pursuant to which the shares were registered. Accordingly, this registration
statement is hereby amended, as appropriate, to reflect the expiration of the
registration right and to withdraw 929,868 shares of our common stock from
registration.
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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 the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunnyvale, State of California, on May 15, 2000.
GENUS, INC.
By: /s/ Kenneth Schwanda
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KENNETH SCHWANDA
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Chairman of the Board, President and Chief
/s/ William W. R. Elder Executive Officer (Principal Executive May 15, 2000
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WILLIAM W. R. ELDER
Vice President, Finance and Chief
/s/ Kenneth Schwanda Financial Officer May 15, 2000
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KENNETH SCHWANDA Officer)
/s/ Todd S. Myhre Director May 15, 2000
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TODD S. MYHRE
/s/ Mario M. Rosati Director May 15, 2000
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MARIO M. ROSATI
/s/ G. Frederick Forsyth Director May 15, 2000
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G. FREDERICK FORSYTH
/s/ George D. Wells Director May 15, 2000
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GEORGE D. WELLS
/s/ Robert J. Richardson Director May 15, 2000
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ROBERT J. RICHARDSON
</TABLE>
