PETSMART INC
POS AM, 1997-05-06
RETAIL STORES, NEC
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         As filed with the Securities and Exchange Commission on May 6, 1997
                                                    Registration No. 333-03251
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
                      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

                                 PETsMART, INC.
             (Exact name of registrant as specified in its charter)

                                 ---------------

         DELAWARE                                       94-3024325
(STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)

                          10000 N. 31ST AVENUE, SUITE C-100
                                  PHOENIX, AZ  85051
                                    (602) 944-7070
               (Address, including zip code, and telephone number, 
          including area code of Registrant's principal executive offices)

                                 ---------------

                                  MARK S. HANSEN
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  PETsMART, INC.
                        10000 N. 31ST AVENUE, SUITE C-100
                                 PHOENIX, AZ  85051
                                   (602) 944-7070
             (Name, address, including zip code, and telephone number, 
                    including area code, of agent for service)

                                 ---------------

                                   Copies to:
                              ALAN C. MENDELSON, ESQ.
                              ROBERT J. BRIGHAM, ESQ.
                                COOLEY GODWARD LLP
                               FIVE PALO ALTO SQUARE
                                3000 EL CAMINO REAL
                                PALO ALTO, CA  94306
                                   (415) 843-5000

        Approximate date of commencement of proposed sale to the public:
   FROM TIME TO TIME 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.  /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.  / / 

<PAGE>

                      TERMINATION OF OFFERING AND REMOVAL 
                        OF SECURITIES FROM REGISTRATION

    As of May 1, 1997, the Registrant had completed the sale to the public of 
an aggregate of 692,646 shares of Common Stock of the Registrant pursuant to 
the Registration Statement and 2,243,844 shares of Common Stock remained 
available for sale thereunder.  

    Agreements between the Registrant and the Selling Stockholders provided 
that the Registration Statement would remain effective until the earliest of 
(i) the sale of all shares registered under the Registration Statement or 
(ii) termination of the Rule 144 holding period requirement.  Since as of 
April 29, 1997, the shares registered on the Registration Statement may be 
resold pursuant to Rule 144, the Registrant is no longer obligated to keep 
the Registration Statement effective.

    Pursuant to an undertaking made in the Registration Statement, the 
Registrant hereby remove from registration 2,243,844 shares of Common Stock 
of the Registrant. 
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                                  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 Phoenix, County of Maricopa, State 
of Arizona, on May 2, 1997.

                                       PETsMART, INC.



                                       By: /s/ C. DONALD DORSEY
                                          ------------------------------
                                            C. Donald Dorsey
                                            Executive Vice President

    Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dated indicated.

Signature:               Title                                  Date


         *              Chairman of the Board of Directors      May 5, 1997
- ---------------------
Samuel J. Parker


         *              President, Chief Executive Officer      May 5, 1997
- ---------------------   and Director
Mark S. Hansen


                        Senior Vice President, Chief Financial  
- ---------------------   Officer (Principal Financial Officer)
Susan C. Schnabel


                        Vice President, Controller (Principal   
- ---------------------   Accounting Officer)
Kenneth A. Conway


         *              Chief Operating Officer and Director    May 5, 1997
- ---------------------
Donna R. Ecton


         *              Director                                May 5, 1997
- ---------------------
Denis L. Defforey


         *              Director                                May 5, 1997
- ---------------------
Philip L. Francis


                        Director                                
- ---------------------
Richard M. Kovacevich


                        Director                                
- ---------------------
F. Richard Northcott

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         *              Director                                May 5, 1997
- ---------------------
Lawrence S. Phillips


         *              Director                                May 5, 1997
- ---------------------
Thomas G. Stemberg


*Attorney-in-fact



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