<PAGE>
As filed with the Securities and Exchange Commission on May 16, 1997
Registration No. 33-95008
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 16, 1997, the Registrant had completed the sale to the public
of an aggregate of 4,205,444 shares of Common Stock of the Registrant
pursuant to the Registration Statement and 95,750 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 May 16, 1997 or
the sale of all shares registered under the Registration Statement. As of
May 16, 1997, therefore, 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 95,750 shares of Common Stock of
the Registrant.
<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 Phoenix, County of Maricopa, State
of Arizona, on May 15, 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 15, 1997
- ---------------------
Samuel J. Parker
* President, Chief Executive Officer May 15, 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 15, 1997
- ---------------------
Donna R. Ecton
* Director May 15, 1997
- ---------------------
Denis L. Defforey
* Director May 15, 1997
- ---------------------
Philip L. Francis
Director
- ---------------------
Richard M. Kovacevich
Director
- ---------------------
F. Richard Northcott
<PAGE>
* Director May 15, 1997
- ---------------------
Lawrence S. Phillips
* Director May 15, 1997
- ---------------------
Thomas G. Stemberg
*C. Donald Dorsey, Attorney-in-fact
