As filed with the Securities and Exchange Commission on July 31, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DENDREON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | | 22-3203193 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
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1301 2ND AVENUE, SUITE 3200 SEATTLE, WASHINGTON | | 98101 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Dendreon Corporation 2009 Equity Incentive Plan
(Full Title of the Plan)
Christine Mikail
Executive Vice President, Corporate Development,
General Counsel and Secretary
Dendreon Corporation
1301 2nd Avenue, Suite 3200
Seattle, Washington 98101
(Name and Address of Agent For Service)
(206) 256-4545
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Graham Robinson, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02140
(617) 526-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b of the Exchange Act.
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| Large accelerated filer | | x | | Accelerated filer | | ¨ |
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| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered | | Amount to be
Registered(1) | | | Proposed
Maximum
Offering Price
Per Share | | | Proposed
Maximum
Aggregate
Offering Price | | | Amount of
Registration Fee | |
Common Stock, $0.001 par value, including related rights to purchase Series A Junior Participating Preferred Stock | | | 9,000,000 shares | (2) | | $ | 6.70 | (3) | | $ | 60,300,000 | (3) | | $ | 6,910.38 | |
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| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Represents shares of Common Stock authorized for issuance under the Registrant’s 2009 Equity Incentive Plan. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on July 24, 2012. |
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same equity incentive plan is effective. The Registrant previously registered shares of its Common Stock for issuance under the 2009 Equity Incentive Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on July 16, 2009 (File No. 333-160614). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
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Pursuant to the requirements of the Securities Act of 1933, the registrant 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on this 31st day of July, 2012.
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| DENDREON CORPORATION |
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| By: | | /s/ Gregory T. Schiffman |
| | Gregory T. Schiffman |
| | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Dendreon Corporation, hereby severally constitute and appoint Gregory T. Schiffman and John H. Johnson, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Dendreon Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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SIGNATURE | | | | TITLE | | DATE |
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/s/ John H. Johnson John H. Johnson | | | | Director, President and Chief Executive Officer (Principal Executive Officer) | | July 31, 2012 |
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/s/ Gregory T. Schiffman Gregory T. Schiffman | | | | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | | July 31, 2012 |
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/s/ Gregory R. Cox Gregory R. Cox | | | | Vice President, Finance (Principal Accounting Officer) | | July 31, 2012 |
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/s/ Mitchell H. Gold Mitchell H. Gold | | | | Director | | July 31, 2012 |
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/s/ Susan B. Bayh Susan B. Bayh | | | | Director | | July 31, 2012 |
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/s/ Richard B. Brewer Richard B. Brewer | | | | Director | | July 31, 2012 |
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/s/ Gerardo Canet Gerardo Canet | | | | Director | | July 31, 2012 |
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/s/ Bogdan Dziurzynski Bogdan Dziurzynski | | | | Director | | July 31, 2012 |
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/s/ Dennis M. Fenton Dennis M. Fenton | | | | Director | | July 31, 2012 |
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/s/ Pedro Granadillo Pedro Granadillo | | | | Director | | July 31, 2012 |
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/s/ David C. Stump David C. Stump | | | | Director | | July 31, 2012 |
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/s/ David L. Urdal David L. Urdal | | | | Director | | July 31, 2012 |
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/s/ Douglas G. Watson Douglas G. Watson | | | | Lead Independent Director | | July 31, 2012 |
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INDEX TO EXHIBITS
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Number | | Description |
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| 4.1 | | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Form 10-Q, filed with the Securities and Exchange Commission on May 14, 2002). |
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| 4.2 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed with the Securities and Exchange Commission on June 13, 2005). |
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| 4.3 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed with the Securities and Exchange Commission on June 16, 2009). |
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| 4.4 | | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed with the Securities and Exchange Commission on December 7, 2011). |
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| 4.5 | | Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (filed with the Securities and Exchange Commission on May 22, 2000). |
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| 4.6 | | Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 25, 2002). |
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| 4.7 | | Certificate of Amendment of Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 4, 2012). |
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| 4.8 | | Rights Agreement between the Registrant and Mellon Investor Services, LLC, as Rights Agent, dated September 18, 2002 (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 25, 2002). |
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| 4.9 | | Amendment No. 1 to Rights Agreement, dated as of September 18, 2002, between the Registrant and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), as Rights Agent, dated as of May 4, 2012 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 4, 2012). |
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| 4.10 | | Form of Right Certificate (incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 25, 2002). |
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| 5 | | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant. |
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| 23.1 | | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5). |
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| 23.2 | | Consent of Independent Registered Public Accounting Firm. |
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| 24 | | Power of attorney (included on the signature pages of this registration statement). |
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| 99.1 | | Dendreon Corporation 2009 Equity Incentive Plan (incorporated by reference to Appendix to the Registrant’s Proxy Statement on Form DEF 14A, filed with the Securities and Exchange Commission on April 30, 2009). |
