As Filed with the Securities and Exchange Commission on August 27, 1999 Registration No. 333-78115 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 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 94080-4812 (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 94080-4812 (650) 952-7070 (Name, address, including zip code, and telephone number, including area code, of agent for service of process) Copies to: Donald C. Reinke Bruce P. Johnson Bay Venture Counsel, LLP 1999 Harrison Street, Suite 1300 Oakland, California 94612 510-273-8750 Approximate date of commencement of proposed sale to the public: Completed. --------------- 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, 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, 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. [ ] ================================================================================ The Registrant hereby amends this Registration Statement on Form S-1 (Registration No. 333-78115) ("Registration Statement"), to deregister and remove from registration 282,851 shares of the Registrant's Series R Convertible Preferred Stock, and all shares of common stock issuable upon conversion thereof, remaining unsold at the conclusion of the offering described in the Registration Statement. 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 August 27, 1999. SHAMAN PHARMACEUTICALS, INC. By: /s/ Lisa A. Conte ------------------ Lisa A. Conte Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date - -------------------------- ------------------------------- ------------- /s/ Lisa A. Conte - -------------------------- Director, President, Chief August 27, 1999 Lisa A. Conte Executive Officer and Chief Financial Officer, (Principal Executive Officer and Principal Financial and Accounting Officer) /s/ G. Kirk Raab* - -------------------------- Chairman of the Board August 27, 1999 G. Kirk Raab /s/ Adrian D.P. Bellamy* - -------------------------- Director August 27, 1999 Adrian D.P. Bellamy /s/ Jeffrey Berg* - -------------------------- Director August 27, 1999 Jeffrey Berg /s/ Herbert H. McDade, Jr.* - -------------------------- Director August 27, 1999 Herbert H. McDade, Jr. /s/ M. David Titus* - -------------------------- Director August 27, 1999 M. David Titus - -------------------------- Director August __, 1999 Loren D. Israelsen *By:/s/ Lisa Conte -------------------------- Lisa Conte, Attorney-in-fact