As filed with the Securities and Exchange Commission on February 23, 2007 Registration Statement 333-04985 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Connetics Corporation (Exact name of registrant as specified in its charter) Delaware 94-3173928 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3160 Porter Drive Palo Alto, California 94304 (650) 843-2800 (Address of Principal Executive Offices) ---------------------------------------- 1995 Employee Stock Purchase Plan 1994 Stock Plan 1995 Directors' Stock Option Plan (Full title of the plans) ---------------------------------------- Jeffrey S. Thompson Chief Executive Officer CONNETICS CORPORATION 3160 Porter Drive Palo Alto, California 94304 (650) 843-2800 (Name, address and telephone number, including area code, of agent for service) ---------------------------------------- Copies to William Grant, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 (212) 728-8000 ---------------------------------------- ---------- DEREGISTRATION OF UNSOLD SECURITIES ---------- Pursuant to a Form S-8 registration statement (File No. 333-04985) (the "Registration Statement") filed with the Securities and Exchange Commission on May 31, 1996, Connetics Corporation (the "Company") registered shares of common stock, par value $0.001 per share (the "Shares") to be offered pursuant to the Connetics Corporation 1995 Employee Stock Purchase Plan, the Connetics Corporation 1994 Stock Plan and the Connetics Corporation 1995 Directors' Stock Option Plan. The purpose of this Post-Effective Amendment No. 2 to the Registration Statement is to terminate the Registration Statement and to deregister all of the Shares originally registered thereby which remain outstanding as of such termination. SIGNATURES Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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 Palo Alto, State of California, on February 23, 2007. CONNETICS CORPORATION By: /s/ Jeffrey S. Thompson ---------------------------------------- Name: Jeffrey S. Thompson Title: Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed on February 23, 2007 by the following persons in the capacities indicated. /s/ Jeffrey S. Thompson ---------------------------------------- Name: Jeffrey S. Thompson Title: Chief Executive Officer (Principal Executive Officer) /s/ Michael Cornelius ---------------------------------------- Name: Michael Cornelius Title: Executive Vice President (Principal Financial Officer) /s/ Jeffrey Wadman ---------------------------------------- Name: Jeffrey Wadman Title: Vice President (Principal Accounting Officer) /s/ Charles W. Stiefel ---------------------------------------- Name: Charles W. Stiefel Title: Director /s/ Brent Stiefel ---------------------------------------- Name: Brent Stiefel Title: Director /s/ Michael Cornelius ---------------------------------------- Name: Michael Cornelius Title: Director