As filed with the Securities and Exchange Commission on February 23, 2007. Registration No. 333-113894 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONNETICS CORPORATION (Exact name of registrant as specified in its charter) Delaware 3160 Porter Drive 94-3173928 (State or other jurisdiction Palo Alto, California 94304 (I.R.S. Employer of incorporation or (650) 843-2800 Identification Number) organization) (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Jeffrey S. Thompson Chief Executive Officer CONNETICS CORPORATION 3160 Porter Drive Palo Alto, California 94304 (650) 843-2800 Copies to William Grant, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 (212) 728-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to public: Not applicable. 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. [ ] 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. [ ] DEREGISTRATION OF SECURITIES A Registration Statement on Form S-3 (Registration No. 333-113894) was originally filed with the Securities and Exchange Commission (the "Commission") on March 24, 2004 by the Registrant. The Registration Statement registered the resale by certain selling securityholders named therein of up to 3,000,000 shares of the Registrant's common stock (the "Shares"). The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to withdraw from registration all unsold Shares previously registered for resale under the Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned 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 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. 1 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