SHAMAN PHARMACEUTICALS INC
POS AM, 1998-10-19
PHARMACEUTICAL PREPARATIONS
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<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 19, 1998
                                                      Registration No. 333-61261


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-2

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

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

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

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

           DELAWARE                                             94-3095806
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NUMBER)


                              213 EAST GRAND AVENUE
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                 (650) 952-7070
               (Address, including zip code, and telephone number,
     including area code, of the Registrant's principal executive offices)


                                  LISA A. CONTE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          SHAMAN PHARMACEUTICALS, INC.
                              213 EAST GRAND AVENUE
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                 (650) 952-7070
            (Name, address, including zip code, and telephone number,
             including area code, of agent for service of process)


                                   Copies to:

<TABLE>
<S>                                          <C>
       J. STEPHEN DOLEZALEK, ESQ.                       A. JOHN MURPHY, ESQ.
     BROBECK, PHLEGER & HARRISON LLP          SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
 TWO EMBARCADERO PLACE, 2200 GENG ROAD       SEVENTEENTH FLOOR, FOUR EMBARCADERO CENTER
      PALO ALTO, CALIFORNIA 94303               SAN FRANCISCO, CALIFORNIA 94111-4106
             (650) 424-0160                               (415) 434-9100
</TABLE>


<PAGE>   2

                          SHAMAN PHARMACEUTICALS, INC.


     This Registration Statement, as amended to the date of its effectiveness
(August 14, 1998), registered a minimum of 140,000 shares to a maximum of
200,000 shares of the Series C Convertible Preferred Stock (the "Shares") of
Shaman Pharmaceuticals, Inc. (the "Registrant"). The Registrant sold an
aggregate of 140,880 of the Shares to the Investors. The offering has now been
terminated. Accordingly, the Registrant hereby deregisters 59,120 of the Shares
originally covered by the Registration Statement.


                                       2

<PAGE>   3

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South San Francisco, State of California on this 16th
day of October, 1998.

                                     SHAMAN PHARMACEUTICALS, INC.


                                     By  /s/ Lisa A. Conte
                                         -------------------------------------
                                         Lisa A. Conte
                                         President and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
persons whose signatures appear below, which persons have signed such
Registration Statement in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
                NAME                                        TITLE                                 DATE
                ----                                        -----                                 ----
<S>                                      <C>                                                 <C>
/s/ Lisa A. Conte                        Director, President, and Chief Executive Officer    October 16, 1998
- -------------------------------------    (Principal Executive Officer)
Lisa A. Conte                            

                   *                     Chief Financial Officer (Chief Financial and        October 16, 1998
- -------------------------------------    Accounting Officer)
Stephanie C. Diaz                       

                   *                     Chairman of the Board                               October 16, 1998
- -------------------------------------
G. Kirk Raab
                   *
- -------------------------------------    Director                                            October 16, 1998
Adrian D.P. Bellamy

- -------------------------------------    Director                                            October   , 1998
Jeffrey Berg

                   *                     Director                                            October 16, 1998
- ------------------------------------- 
Herbert H. McDade, Jr.

                   *                     Director                                            October 16, 1998
- -------------------------------------
M. David Titus

*By: /s/ Lisa A. Conte 
    ---------------------------------
    Lisa A. Conte,
    (Attorney-in-Fact)
</TABLE>


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