UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number: 1-9813
GENENTECH, INC.
A Delaware Corporation 94-2347624
(I.R.S. employer identification number)
1 DNA Way
South San Francisco, California 94080-4990
(650) 225-1000
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which Registered
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Common Stock $.02 par value New York Stock Exchange
Callable Putable Common Stock Pacific Exchange
$.02 par value
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The approximate aggregate market value of voting stock held by nonaffiliates
of the registrant is $2,143,366,690 as of February 13, 1998. (A)
Number of shares of Common Stock outstanding as of February 13, 1998:
76,621,009
Number of shares of Callable Putable Common Stock outstanding as of
February 13, 1998: 48,148,527
Documents incorporated by reference:
PARTS INCORPORATED
DOCUMENT BY REFERENCE
(1) Annual Report to stockholders for the year ended II
December 31, 1997 (specified portions)
(2) Definitive Proxy Statement with respect to the 1998 III
Annual Meeting of Stockholders filed by Genentech, Inc.
(SEC file No. 1-9813) with the Securities and Exchange
Commission (hereinafter referred to as "Proxy Statement")
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(A) Excludes 92,386,281 shares of Common Stock and Callable Putable Common
Stock held by Directors, Officers and stockholders whose ownership exceeds five
percent of either the Common Stock or Callable Putable Common Stock outstanding
at February 13, 1998 (the holdings of FMR Corp., Goldman Sachs & Co. and The
Goldman Sachs Group, L.P. were calculated based on their holdings as of
December 31, 1997). Exclusion of shares held by any person should not be
construed to indicate that such person possesses the power, direct or indirect,
to direct or cause the direction of the management or policies of the
registrant, or that such person is controlled by or under common control with
the registrant
AMENDMENT NO. 1
The undersigned registrant hereby amends its Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, to include Restated Financial Data
Schedules for the following periods as a result of its adoption of Statement
of Financial Accounting Standards No. 128, Earnings Per Share:
- Year Ended December 31, 1996.
- Year Ended December 31, 1995.
- Quarter Ended March 31, 1997.
- Quarter Ended June 30, 1997.
- Quarter Ended September 30, 1997.
- Quarter Ended March 31, 1996.
- Quarter Ended June 30, 1996.
- Quarter Ended September 30, 1996.
Accordingly, the undersigned hereby amends the following items, financial
statements, exhibits or other reports of its Annual Report on Form 10-K for
the year ended December 31, 1997, as set forth below:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Index to Financial Statements
The following Financial Statements and supplementary data are included in the
Company's 1997 Annual Report to Stockholders and are incorporated herein by
reference pursuant to Item 8 of this Form 10-K.
Page(s) in
1997 Annual
Report to Stockholders
----------------------
Consolidated Statements of Income for each
of the three years in the period ended
December 31, 1997 42
Consolidated Statements of Cash Flows for each
of the three years in the period ended
December 31, 1997 43
Consolidated Balance Sheets at December 31,
1997 and 1996 44
Consolidated Statements of Stockholders' Equity
for each of the three years in the period ended
December 31, 1997 45
Notes to Consolidated Financial Statements 46-60
Report of Ernst & Young LLP, Independent Auditors 61
Quarterly Financial Data (unaudited) 61
2. Financial Statement Schedule
The following schedule is filed as part of this Form 10-K:
Schedule II- Valuation and Qualifying Accounts for each of the three years in
the period ended December 31, 1997.
All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the consolidated
financial statements or notes thereto.
3. Exhibits
Exhibit No. Description
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3.1 Certificate of Incorporation.(1)
3.2 Amended Certificate of Incorporation.(5)
3.3 Restated By-Laws.(3)
4.1 Indenture, dated March 27, 1987 ("Indenture") for U.S. $150,000,000
5% Convertible Subordinated Debentures due 2002.(2)
4.2 First Supplemental to Indenture, dated August 17, 1990.(3)
4.3 Second Supplemental to Indenture, dated October 18, 1995. (7)
10.1 Patent License Agreement with Columbia University dated October 12,
1988.(2)
10.2 Amended and Restated Contract for the Sale and Distribution of
Protropin dated as of March 1, 1991.(4)
10.3 Agreement and Plan of Merger, dated as of May 23, 1995, as amended
and restated, among the Company, Roche Holdings, Inc. and HLR
(U.S.) II, Inc. with exhibits.(5)
10.4 Amended and Restated Governance Agreement, dated October 25, 1995,
between the Company and Roche Holdings, Inc.(5)
10.5 Agreement between Genentech and F. Hoffman-La Roche Ltd
regarding commercialization of Genentech's products outside the
United States dated as of October 25, 1995.(5)
10.6 Guaranty Agreement between Genentech and Roche Holding, Ltd dated
as of October 25, 1995.(5)
10.7 Guiding Principles for the Genentech/Roche Relationship.(8)
13.1 1997 Annual Report to Stockholders.(11)
23.1 Consent of Ernst & Young LLP, Independent Auditors.(11)
27.1 Financial Data Schedule - year ended December 31, 1997.(11)
27.2 Restated Financial Data Schedule - year ended December 31, 1996.(12)
27.3 Restated Financial Data Schedule - year ended December 31, 1995.(12)
27.4 Restated Financial Data Schedule - quarter ended March 31, 1997.(12)
27.5 Restated Financial Data Schedule - quarter ended June 30, 1997.(12)
27.6 Restated Financial Data Schedule - quarter ended September 30,
1997.(12)
27.7 Restated Financial Data Schedule - quarter ended March 31, 1996.(12)
27.8 Restated Financial Data Schedule - quarter ended June 30, 1996.(12)
27.9 Restated Financial Data Schedule - quarter ended September 30,
1996.(12)
28.1 Description of the Company's capital stock.(1)
99.1* 1984 Incentive Stock Option Plan, as amended and restated as of
October 16, 1996.(8)
99.2* 1984 Non-Qualified Stock Option Plan, as amended and restated
as of October 16, 1996.(8)
99.3* Restated Relocation Loan Program.(4)
99.4* Restated 401(k) Plan.(7)
99.5* 1990 Stock Option/Stock Incentive Plan, as amended and restated
as of October 16, 1996.(8)
99.6* Supplemental Plan.(4)
99.7* 1994 Stock Option Plan, as amended and restated as of October 16,
1996.(8)
99.8* 1996 Stock Option/Stock Incentive Plan, as amended and restated
as of October 16, 1996.(8)
99.9* Deferred Compensation Plan.(8)
99.10* 1991 Employee Stock Plan, as amended April 10, 1997.(9)
99.11* Incentive Units Plan.(10)
* As required by Item 14(a)(3) of Form 10-K, the Company identifies this
Exhibit as a management contract or compensatory plan or arrangement of the
Company.
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(1) Filed as an exhibit to Annual Report on Form 10-K for the year ended
December 31, 1986 and incorporated herein by reference.
(2) Filed as an exhibit to Annual Report on Form 10-K for the year ended
December 31, 1987 and incorporated herein by reference.
(3) Filed as an exhibit to Annual Report on Form 10-K for the year ended
December 31, 1990 and incorporated herein by reference.
(4) Filed as an exhibit to Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated herein by reference.
(5) Filed as an exhibit to Form S-4 dated October 25, 1995 (registration
statement no. 33-59949) and incorporated herein by reference.
(6) Filed as an exhibit to Form S-8 dated October 25, 1995 (registration
statement no. 33-59949-01) and incorporated herein by reference.
(7) Filed as an exhibit to Annual Report on Form 10-K for the year
ended December 31, 1995 and incorporated herein by reference.
(8) Filed as an exhibit to Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by reference.
(9) Filed as an exhibit to the Quarterly Report on Form 10-Q filed for the
quarterly period ended March 31, 1997 and incorporated herein by
reference.
(10) Filed as an exhibit to the Quarterly report on Form 10-Q filed for the
quarterly period ended June 30, 1997 and incorporated herein by
reference.
(11) Filed as an exhibit to Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by reference.
(12) Filed with this document.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the quarter ended December 31,
1997.
SCHEDULE II
GENENTECH, INC.
VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 1997, 1996 and 1995
(in thousands)
Additions
Balance at Charged to Balance at
Beginning of Costs and End of
Period Expenses Deductions(1) Period
---------- ---------- ---------- ----------
Allowance for doubtful accounts
and returns:
Year Ended December 31, 1997: $ 7,869 $ 13,976 $ (7,310) $ 14,535
========== ========== ========== ==========
Year Ended December 31, 1996: $ 6,672 $ 12,320 $ (11,123) $ 7,869
========== ========== ========== ==========
Year Ended December 31, 1995: $ 4,422 $ 10,972 $ (8,722) $ 6,672
========== ========== ========== ==========
Inventory reserves:
Year Ended December 31, 1997: $ 9,279 $ 5,901 $ (3,125) $ 12,055
========== ========== ========== ==========
Year Ended December 31, 1996: $ 6,909 $ 4,950 $ (2,580) $ 9,279
========== ========== ========== ==========
Year Ended December 31, 1995: $ 13,008 $ 3,690 $ (9,789) $ 6,909
========== ========== ========== ==========
Reserve for non-marketable
equity securities:
Year Ended December 31, 1997: $ 4,990 $ 500 $ - $ 5,490
========== ========== ========== ==========
Year Ended December 31, 1996: $ 5,092 $ - $ (102) $ 4,990
========== ========== ========== ==========
Year Ended December 31, 1995: $ 4,623 $ 469 $ - $ 5,092
========== ========== ========== ==========
<FN>
(1) Represents amounts written off or returned against the allowance or reserves.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
GENENTECH, INC.
Registrant
Date: April 3, 1998
By: /S/JOHN M. WHITING
----------------------------------
John M. Whiting
Controller and Chief Accounting
Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
Principal Executive Officer:
/S/ARTHUR D. LEVINSON President, Chief Executive April 3, 1998
- --------------------------- Officer and Director
Arthur D. Levinson
Principal Financial Officer:
/S/LOUIS J. LAVIGNE, JR. Executive Vice President April 3, 1998
- --------------------------- and Chief Financial Officer
Louis J. Lavigne, Jr.
Director:
HERBERT W. BOYER* Director April 3, 1998
- ---------------------------
Herbert W. Boyer
JONATHAN K.C. KNOWLES* Director April 3, 1998
- ---------------------------
Jonathan K.C. Knowles
FRANZ B. HUMER* Director April 3, 1998
- ---------------------------
Franz B. Humer
LINDA F. LEVINSON* Director April 3, 1998
- ---------------------------
Linda F. Levinson
J. RICHARD MUNRO* Director April 3, 1998
- ---------------------------
J. Richard Munro
DONALD L. MURFIN* Director April 3, 1998
- ---------------------------
Donald L. Murfin
JOHN T. POTTS, JR.* Director April 3, 1998
- ---------------------------
John T. Potts, Jr.
C. THOMAS SMITH, JR.* Director April 3, 1998
- ---------------------------
C. Thomas Smith, Jr.
DAVID S. TAPPAN, JR.* Director April 3, 1998
- ---------------------------
David S. Tappan, Jr.
*by: /S/JOHN M. WHITING
- ---------------------------
(John M. Whiting, Attorney-in-Fact)
INDEX OF EXHIBITS FILED WITH FORM 10-K/A
FOR THE YEAR ENDED DECEMBER 31, 1997
Exhibit No. Description
- ----------- -----------
27.2 Restated Financial Data Schedule - year ended December 31, 1996.
27.3 Restated Financial Data Schedule - year ended December 31, 1995.
27.4 Restated Financial Data Schedule - quarter ended March 31, 1997.
27.5 Restated Financial Data Schedule - quarter ended June 30, 1997.
27.6 Restated Financial Data Schedule - quarter ended September 30,
1997.
27.7 Restated Financial Data Schedule - quarter ended March 31, 1996.
27.8 Restated Financial Data Schedule - quarter ended June 30, 1996.
27.9 Restated Financial Data Schedule - quarter ended September 30,
1996.
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