As filed with the Securities and Exchange Commission on April 29, 2004
Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION

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FORM S-1
REGISTRATION STATEMENT

Under
The Securities Act of 1933

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CYTOKINETICS, INCORPORATED

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280 East Grand Avenue
South San Francisco, California 94080
(650) 624-3000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

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James H. Sabry, M.D. Ph.D.
President and Chief Executive Officer
Cytokinetics, Incorporated
280 East Grand Avenue
South San Francisco, California 94080
(650) 624-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

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     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, as amended (the “Securities Act”), check the following box.o

     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. x 333-112261

     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.o

     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.o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

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CALCULATION OF REGISTRATION FEE

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(1)		Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933.
(2)		The Registrant previously registered an aggregate $86,250,000 worth of its Common Stock on a Registration Statement on Form S-1 (File No. 333-112261), for which a filing fee of $6,977.63 was previously paid upon the filing of such Registration Statement.

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TABLE OF CONTENTS

	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
	CERTIFICATE
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1

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Table of Contents

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of Common Stock of the Registrant contemplated by the Registration Statement on Form S-1, as amended (File No. 333-112261), originally filed by the Registrant on January 27, 2004 (the “Prior Registration Statement”), and is being filed for the sole purpose of registering additional securities of the same class as were included in the Prior Registration Statement. The contents of the Prior Registration Statement are hereby incorporated by reference.

CERTIFICATE

     The Registrant hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at Mellon Bank as soon as practicable (but no later than the close of business on April 29, 2004, (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during the bank’s regular business hours no later than April 29, 2004.

 

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant has duly caused this 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 April 29, 2004.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

The Power of Attorney granted by each director was filed as an exhibit to the Prior Registration Statement.

 

EXHIBIT INDEX

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Incorporated by reference from the Prior Registration Statement.

 

                                                                     EXHIBIT 5.1


(WILSON SONSINI GOODRICH AND ROSATI LOGO)                     650 Page Mill Road
                                                        Palo Alto, CA 94304-1050
                                                              PHONE 650.493.9300
                                                                FAX 650.493.6811
                                                                    WWW.WSGR.COM

                                 April 29, 2004



Cytokinetics, Incorporated
280 East Grand Avenue
South San Francisco, California 94080

           RE:    REGISTRATION STATEMENT ON FORM S-1

Ladies and Gentlemen:

      We have examined the Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on April 29, 2004, as hereafter amended or
supplemented (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of $16,445,000 worth of shares of
Common Stock (the "Shares") of Cytokinetics, Incorporated (the "Company"). The
Shares are to be sold to the underwriters as described in such Registration
Statement for sale to the public or issued to the Representatives of the
underwriters. As your counsel in connection with this transaction, we have
examined the proceedings proposed to be taken in connection with said sale and
issuance of the Shares.

      As counsel for the Company, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments as we
have deemed necessary for the purposes of rendering this opinion. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies.

      Based on the foregoing, it is our opinion that the Shares, when issued and
sold in the manner described in the Registration Statement and in accordance
with the resolutions adopted by the Board of Directors of the Company, will be
legally and validly issued, fully paid and nonassessable.

      We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.

                                        Sincerely,
                                        /s/ Wilson Sonsini Goodrich & Rosati
                                        WILSON SONSINI GOODRICH & ROSATI
                                        Professional Corporation


     PALO ALTO AUSTIN KIRKLAND NEW YORK RESTON SALT LAKE CITY SAN FRANCISCO

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated March 10, 2004, except for Note 13 as
to which the date is April 26, 2004, relating to the financial statements and
our report dated March 10, 2004 relating to the financial statement schedule of
Cytokinetics, Incorporated, which appear in the Company's Registration Statement
on Form S-1 (No. 333-112261). We also consent to the reference to us under the
heading "Experts" in the Registration Statement on Form S-1 (No. 333-112261).

/s/ PricewaterhouseCoopers LLP

San Jose, California
April 28, 2004