AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1999 FILE NO. 333-63133 ========================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MANNATECH, INCORPORATED (Exact Name of Registrant as Specified in Its Charter) _______________________ Texas 75-2508900 (State or other Jurisdiction of (I.R.S. Employer Incorporation or Identification No.) Organization) 600 S. Royal Lane, Suite 200 Coppell, Texas 75019 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Charles E. Fioretti Chairman of the Board and Chief Executive Officer Mannatech, Incorporated 600 S. Royal Lane, Suite 200 Coppell, Texas 75019 (Name, and address, including zip code, and telephone number, including area code, of agent for service) _______________________ COPIES TO: J. Kenneth Menges, Jr., P.C. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1700 Pacific, Suite Dallas, Texas 75201 (214) 969-2800 _______________________ ========================================================================= By this Post-effective Amendment No. 1, the Registrant is amending its Registration Statement on Form S-1 (File No. 333-63133), effective February 23, 1999, to reduce the number of shares of its common stock, par value $0.0001 per share ("Common Stock"), registered pursuant to such Registration Statement from 5,295,015 shares of Common Stock to 3,056,016 shares of Common Stock, as set forth below. Total amount of securities registered prior to Amendment: 5,295,015 shares Common Stock Reduced by: Shares to be de-registered pursuant to this Amendment No. 1, effective February 23, 1999 (represents shares initially registered under the Registration Statement on Form S-1 but not sold in the offering, which was made under Rule 415 of the Securities Act of 1933, as amended): 2,238,999 shares Common Stock Total amount of securities registered after Amendment: 3,056,016 shares Common Stock SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, and as authorized by Rule 478 of that Act, the Registrant has duly caused this Post-effective Amendment No. 1 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, its duly authorized agent for service, in the City of Dallas, State of Texas, on February 19, 1999. MANNATECH, INCORPORATED By: /s/ Charles E. Fioretti ------------------------------------- Charles E. Fioretti Chairman and Chief Executive Officer