AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 26, 2001.
REGISTRATION NO. 333-53490
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE GYMBOREE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-2615258
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
THE GYMBOREE CORPORATION
700 AIRPORT BOULEVARD
BURLINGAME, CALIFORNIA 94010-1912
(650) 579-0600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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LISA M. HARPER
CHIEF EXECUTIVE OFFICER
THE GYMBOREE CORPORATION
700 AIRPORT BOULEVARD
BURLINGAME, CALIFORNIA 94010-1912
(650) 579-0600
(Name, address and telephone number, including area code, of agent for service)
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COPY TO:
STEPHANIE DALEY-WATSON, ESQ.
PERKINS COIE LLP
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not applicable.
If the only securities being registered in this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities that were registered on this form were 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. [ ]
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POST-EFFECTIVE AMENDMENT TO DEREGISTER UNSOLD SHARES
This Post-Effective Amendment No. 1 relates to the Registration
Statement on Form S-3, Registration No. 333-53490 (the "Registration
Statement"), of The Gymboree Corporation, a Delaware corporation (the
"Registrant"). Pursuant to a contractual arrangement, the Registration Statement
registered 3,198,670 shares of the Registrant's common stock, par value $0.001
per share (the "Shares"), on behalf of eleven stockholders (the "Stockholders").
Pursuant to the contractual arrangement between the Registrant and the
Stockholders, the parties agreed that the Registrant would leave the
Registration Statement effective until no later than May 31, 2001. The
Registration Statement was declared effective on January 24, 2001 (the
"Effective Date"). Since the Effective Date, 539,866 of the Shares have been
sold and 2,658,804 of the Shares remain unsold (the "Unsold Shares"). Pursuant
to the undertaking of the Registrant contained in Part II, Item 17, of the
Registration Statement in the section entitled "Undertakings," the Unsold Shares
are hereby withdrawn from registration.
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
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Burlingame,
State of California, on December 26, 2001.
THE GYMBOREE CORPORATION
By: /s/ Lisa M. Harper
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Lisa M. Harper
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on December 26, 2001.
SIGNATURE TITLE
/s/ Stuart G. Moldaw Chairman of the Board
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Stuart G. Moldaw
*Lisa M. Harper Chief Executive Officer
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Lisa M. Harper (Principal Executive Officer)
/s/ Alison L. May Acting Chief Financial Officer
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Alison L. May (Principal Financial Officer and Accounting Officer)
*Walter F. Loeb Director
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Walter F. Loeb
*John Pound Director
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John Pound
*Barbara L. Rambo Director
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Barbara L. Rambo
*Michael Steinberg Director
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Michael Steinberg
*William U. Westerfield Director
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William U. Westerfield
*By: /s/ Stuart G. Moldaw
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Stuart G. Moldaw
Attorney-in-Fact
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