As filed with the Securities and Exchange Commission on June 19, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DENDREON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 22-3203193
(State of Incorporation) (I.R.S. Employer Identification No.)
3005 First Avenue
Seattle, Washington 98121
(206) 256-4545
(Address of principal executive offices)
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2000 Equity Incentive Plan
2000 Employee Stock Purchase Plan
(Full title of the plans)
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Christopher S. Henney, Ph.D., D.Sc. Copies to:
President and Chief Executive Officer Julie M. Robinson, Esq.
Dendreon Corporation Jeffry A. Shelby, Esq.
3005 First Avenue Cooley Godward llp
Seattle, Washington 98121 4365 Executive Drive
(206) 256-4545 San Diego, CA 92121-2128
(Name, address, including zip code, and (858) 550-6000
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
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered (1) Price per Share Offering Price Registration Fee
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Common Stock, $.001 par value,
subject to outstanding
options with fixed exercise
prices under the:
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2000 Equity Incentive Plan 1,942,758 $ 1.15 (2) $ 2,234,172 $ 590
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Common Stock, $.001 par value, not
subject to outstanding
options or without fixed exercise
prices under the:
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2000 Equity Incentive Plan 2,835,942 $10.00 (3) $ 28,359,420 $ 7,487
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2000 Employee Stock Purchase Plan 2,685,000 $10.00 (3) $ 26,850,000 $ 7,088
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(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant to
such employee benefit plans as the result of any future stock split, stock
dividend or similar adjustment of the Registrant's outstanding Common
Stock.
(2) Computed in accordance with Rules 457(h) and 457(c) under the Securities
Act of 1933. Such computation is based on the weighted average exercise
price of $1.15 per share.
(3) Pursuant to Rule 457(h).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the Plans pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended, (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Dendreon Corporation, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission are
incorporated by reference into this Registration Statement:
. The final prospectus filed as part of Amendment No. 3 to the Company's
Registration Statement on Form S-1 (File No. 333-31920), filed June 16,
2000, under the Securities Act including any additional amendments or
reports filed for the purpose of updating such prospectus; and
. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, filed May 22, 2000, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendments or reports filed for the purpose of updating
such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment 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 herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Cooley Godward LLP, Kirkland, Washington. As of the date of
this Prospectus, certain members and associates of Cooley Godward own an
aggregate of 27,458 shares of Common Stock through an investment partnership.
Item 6. Indemnification of Directors and Officers.
The Company's Restated Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that a director of a corporation will not be personally liable for monetary
damages for breach of that individual's fiduciary duties as a director except
for liability (a) for any breach of the director's duty of loyalty to the
company or to its stockholders, (b) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (c) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law or (d) for any
transaction from which a director derives an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its directors and
executive officers and may indemnify its officers, employees and other agents to
the fullest extent not prohibited by law. The Company believes
that indemnification under its Bylaws covers at least negligence on the part of
an indemnified party. The Company's Bylaws also permit it to advance expenses
incurred by an indemnified party in connection with the defense of any action or
proceeding arising out of his or her status or service as a director, officer,
employee or other agent of the Company upon an undertaking by him or her to
repay any advances if it is ultimately determined that he or she is not entitled
to indemnification.
The Company intends to enter into separate indemnification agreements with its
directors and officers. These agreements will require the Company to, among
other things, indemnify the director or officer against expenses, including
attorney's fees, judgements, fines and settlements paid by the individual in
connection with any action, suit or proceeding arising out of the individual's
status or service as a director or officer of the Company, other than
liabilities arising from willful misconduct or conduct that is knowingly
fraudulent or deliberately dishonest, and to advance expenses incurred by the
individual in connection with any proceeding against him or her individually
with respect to which he or she individually may be entitled to indemnification
by the Company.
The Company believes that its certificate of incorporation and bylaw provisions
and indemnification agreements are necessary to attract and retain qualified
persons as directors and executive officers. The Company also maintains
directors' and officers' liability insurance. At present the Company is not
aware of any pending litigation or proceeding involving any director, officer,
employee or agent of the Company where indemnification will be required or
permitted. Furthermore, the Company is not aware of any threatened litigation or
proceeding that might result in a claim for indemnification.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, executive officers or persons controlling the
Company, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXhibit No. Description
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* 4.1 Restated Certificate of Incorporation, as amended.
* 4.2 Bylaws.
* 4.3 Specimen Common Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney contained on the signature pages.
* 99.1 2000 Equity Incentive Plan.
* 99.2 2000 Employee Stock Purchase Plan.
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* Filed as an exhibit to Registration Statement on Form S-1 (No. 333-31920)
originally filed on March 8, 2000, as amended through the date hereof, and
incorporated herein by reference.
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(a) 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;
(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 end 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 a 20% 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;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) above do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1934, 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.
(c) 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.
2. The undersigned Registrant hereby undertakes 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 Section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 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.
3. 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.
3.
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 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, King County, State of Washington, on June
15, 2000.
DENDREON CORPORATION
By: /s/ Christopher S. Henney
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Christopher S. Henney, Ph.D., D.Sc
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints T. Dennis George and Martin A. Simonetti
and each of them or any one, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments, exhibits thereto and other
documents in connection therewith) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Christopher S. Henney President, Chief Executive June 15, 2000
- --------------------------------------- Officer and Director
Christopher S. Henney, Ph.D., D.Sc. (Principal Executive Officer)
/s/ Martin A. Simonetti Chief Financial Officer June 15, 2000
- ------------------------------------ (Principal Financial and
Martin A. Simonetti Accounting Officer)
/s/ William Crouse Chairman of the Board of Directors June 15, 2000
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William Crouse
/s/ Gerardo Canet Director June 15, 2000
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Gerardo Canet
/s/ Timothy Harris Director June 15, 2000
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Timothy Harris, Ph.D.
/s/ Ruth Kunath Director June 15, 2000
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Ruth Kunath
/s/ Mark P. Carthy Director June 15, 2000
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Mark P. Carthy
/s/ Lowell E. Sears Director June 15, 2000
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Lowell E. Sears
/s/ Ralph Shaw Director June 15, 2000
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Ralph Shaw
/s/ David L. Urdal Director June 15, 2000
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David L. Urdal, Ph.D.
/s/ Douglas Watson Director June 15, 2000
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Douglas Watson
EXHIBIT INDEX
Exhibit No. Description
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* 4.1 Restated Certificate of Incorporation, as amended.
* 4.2 Bylaws.
* 4.3 Specimen Common Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney contained on the signature pages.
* 99.1 2000 Equity Incentive Plan.
* 99.2 2000 Employee Stock Purchase Plan.
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* Filed as an exhibit to Registration Statement on Form S-1 (No. 333-31920)
originally filed on March 8, 2000, as amended through the date hereof, and
incorporated herein by reference.