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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 25, 1995
REGISTRATION NO. 33-59949-01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
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GENENTECH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2347624
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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460 POINT SAN BRUNO BOULEVARD
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(415) 225-1000
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
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1991 EMPLOYEE STOCK PLAN
(FULL TITLE OF THE PLANS)
STEPHEN G. JUELSGAARD, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
GENENTECH, INC.
460 POINT SAN BRUNO BOULEVARD
SOUTH SAN FRANCISCO, CA 94080
(415) 225-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE PRICE(2) FEE(2)
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Callable Putable Common Stock
(par value $.02)(1)............. 1,573,360 shares N.A.(2) N.A.(2) N.A.(2)
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(1) This Registration Statement also relates to the 1,573,360 shares of Common
Stock, par value $.02, of the Registrant into which the 1,573,360 shares of
Callable Putable Common Stock offered hereby are subject to conversion in
accordance with the Certificate of Incorporation of the Registrant.
(2) All filing fees payable in connection with registration of these securities
were paid in connection with the filing of (a) the Registrant's Schedule 14A
dated June 2, 1995, (b) the Registrant's Form S-4, No. 33-59949, dated June
5, 1995 (the "Form S-4") and (c) Amendment No. 1 to the Form S-4 dated
September 8, 1995.
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF SECURITIES
PURSUANT TO THE PLAN: Promptly after the filing of this Post-Effective
Amendment.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration
Statement pursuant to the procedure described herein. See "INTRODUCTORY
STATEMENT".
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INTRODUCTORY STATEMENT
Genentech, Inc. (the "Company" or the "Registrant") hereby amends its
Registration Statement on Form S-4 (No. 33-59949) (the "Form S-4"), by filing
this Post-Effective Amendment No. 1 on Form S-8 ("Amendment No. 1") relating to
the sale of up to 1,573,360 shares of Callable Putable Common Stock, par value
$.02 per share ("Special Common Stock") issuable in connection with the
Company's 1991 Employee Stock Plan (the "Plan"). This Amendment No. 1 also
relates to the sale of a like number of shares of the Company's Common Stock,
par value $.02 per share ("Common Stock"), into which the Special Common Stock
issuable in connection with the Plan is subject to conversion in accordance with
the Company's Certificate of Incorporation. All of such shares were previously
registered under the Form S-4.
On October 25, 1995, HLR (U.S.) II, Inc., a Delaware corporation and a
wholly owned subsidiary of Roche Holdings, Inc., a Delaware corporation
("Roche"), was merged into the Company (the "Merger"). As a result of the
Merger, each outstanding share of Common Stock (other than shares held by Roche
and its affiliates) was converted into one share of Special Common Stock. As a
result of the Merger, shares of Common Stock will no longer be issued pursuant
to the Plan. Instead, participants in the Plan will receive, in lieu of each
share of Common Stock which would have been acquired under the Plan, one share
of Special Common Stock.
The designation of Amendment No. 1 as Registration No. 33-59949-01 denotes
that Amendment No. 1 relates only to the shares of Special Common Stock (or,
upon conversion thereof, Common Stock) issuable pursuant to the Plan and that
this is the first Post-Effective Amendment to the Form S-4 filed with respect to
such shares.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been filed by the Company
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"), are incorporated
by reference herein and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
2. The Company's Annual Report to Stockholders for the year ended
December 31, 1994;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995;
5. The Company's Proxy Statement relating to Genentech's 1995 Annual
Meeting of Stockholders;
6. The description of the Special Common Stock contained in
Genentech's Registration Statement filed pursuant to the 1934 Act, and any
amendment or report filed for the purpose of updating such description;
7. The Company's Current Reports on Form 8-K dated July 10, 1995 and
July 18, 1995;
8. Amendment No. 1 on Form 10-K/A-1 (filed on September 18, 1995)
amending the Annual Report on Form 10-K of the Company for the year ended
December 31, 1994; and
9. Amendment No. 1 on Form 10-Q/A-1 (filed on September 18, 1995)
amending the Quarterly Report on Form 10-Q of the Company for the quarter
ended March 31, 1995.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Company of the 1934 Act in each
year during which the offering made by this Registration Statement is in effect
prior to the filing with the Commission of the Company's Annual Report
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on Form 10-K covering such year shall not be incorporated Documents or be
incorporated by reference in this Registration Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company's Certificate of Incorporation empowers the Company to
indemnify any director, officer, employee or agent of the Company or any other
person who is serving at the Company's request in any such capacity with another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, an employee benefit plan) to the fullest extent permitted
under the Delaware General Corporation law (the "DGCL") as the same exists or
may be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Company to provide broader indemnification rights
than said law permitted the Company to provide prior to such amendment), and any
such indemnification shall continue as to any person who has ceased to be a
director, officer, employee or agent and may inure to the benefit of the heirs,
executors and administrators of such a person.
The Company's Certificate of Incorporation also empowers the Company to
purchase and maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Company would have the power to indemnify
any such person against such expense, liability or loss under the DGCL.
In addition, the By-Laws of the Company provide that the Company may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Company would have the
power to indemnify him against such liability under the provisions of the DGCL.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER
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5-A(1) Opinion of Counsel
15-A(1) Letter re: unaudited financial information
23-A(1) Consent of Ernst & Young LLP, independent auditors
23-B(1) Consent of Counsel is contained in Exhibit 5-A(1) to this Registration
Statement
25-A(1) Power of Attorney is contained on the signature pages to this
Registration Statement
99-A(1) 1991 Employee Stock Plan, as amended and restated as of October 25, 1995
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ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Post-Effective Amendment No. 1 on Form S-8
to the Registration Statement on Form S-4 (Registration No. 33-59949) and has
duly caused this Post-Effective Amendment on Form S-8 to such Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of South San Francisco, State of California, on
October 25, 1995.
GENENTECH, INC.
By: /s/ LOUIS J. LAVIGNE, JR.
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Louis J. Lavigne, Jr.
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)
PRINCIPAL EXECUTIVE OFFICER:
/s/ ARTHUR D. LEVINSON President and Chief Executive Officer
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Arthur D. Levinson
PRINCIPAL FINANCIAL OFFICER:
/s/ LOUIS J. LAVIGNE, JR. Senior Vice President and Chief Financial
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Louis J. Lavigne, Jr.
PRINCIPAL ACCOUNTING OFFICER:
/s/ BRADFORD S. GOODWIN Vice President and Controller
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Bradford S. Goodwin
DIRECTORS:
/s/ ARTHUR D. LEVINSON
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Arthur D. Levinson
/s/ HERBERT W. BOYER*
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Herbert W. Boyer
/s/ JURGEN DREWS*
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Jurgen Drews
/s/ FRANZ B. HUMER*
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Franz B. Humer
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/s/ LINDA F. LEVINSON*
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Linda F. Levinson
/s/ J. RICHARD MUNRO*
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J. Richard Munro
/s/ DONALD L. MURFIN*
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Donald L. Murfin
/s/ JOHN T. POTTS, JR.*
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John T. Potts, Jr.
/s/ C. THOMAS SMITH, JR.*
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C. Thomas Smith, Jr.
/s/ ROBERT A. SWANSON*
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Robert A. Swanson
/s/ DAVID S. TAPPAN, JR.*
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David S. Tappan, Jr.
*By: /s/ JOHN P. MCLAUGHLIN
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Attorney-in-Fact
October 25, 1995
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INDEX TO EXHIBITS
EXHIBIT
NUMBER PAGE
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5-A(1) Opinion of Counsel..........................................................
15-A(1) Letter re: unaudited financial information..................................
23-A(1) Consent of Ernst & Young LLP, independent auditors..........................
23-B(1) Consent of Counsel is contained in Exhibit 5-A(1) to this Registration
Statement.................................................................
25-A(1) Power of Attorney is contained on the signature pages to this Registration
Statement.................................................................
99-A(1) 1991 Employee Stock Plan, as amended and restated as of October 25, 1995....