-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tyM1++pMMtVukIFenw+2j+jt2NFfcWA1gKpD5C9N3+lqIKnuUpQnhl2vcO2X1/Uw yEtsZTWc24nUaCDgZ08uFA== 0000950123-95-001742.txt : 19950619 0000950123-95-001742.hdr.sgml : 19950619 ACCESSION NUMBER: 0000950123-95-001742 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950616 EFFECTIVENESS DATE: 19950705 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENENTECH INC CENTRAL INDEX KEY: 0000318771 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 942347624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60277 FILM NUMBER: 95547433 BUSINESS ADDRESS: STREET 1: 460 POINT SAN BRUNO BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 4152251000 MAIL ADDRESS: STREET 1: 460 POINT SAN BRUNO BLVD STREET 2: . CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 S-8 1 GENENTECH, INC. - FORM S-8 1 As filed with the Securities and Exchange Commission on June 16, 1995 Registration No. 33- ------ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- GENENTECH, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-2347624 (State of incorporation) (I.R.S. Employer Identification No.) --------------- 460 Point San Bruno Boulevard South San Francisco, California 94080 (415) 225-1000 (Address and telephone number of principal executive offices) 1991 EMPLOYEE STOCK PLAN (Full title of the plans) John P. McLaughlin, Esq. Senior Vice President and Secretary GENENTECH, INC. 460 Point San Bruno Boulevard South San Francisco, CA 94080 (415) 225-1000 (Name, address, including zip code, and telehone number, including area code, of agent for service) --------------- Copies to: Richard D. Katcher, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 2 CALCULATION OF REGISTRATION FEE
================================================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of Registration to be Registered Registered Share (2) Price (2) Fee ================================================================================================================================== Redeemable Common Stock (par value $.02)(1) 900,000 N.A. $44,325,000 $15,285 ==================================================================================================================================
(1) This Registration Statement also relates to the 900,000 shares of Common Stock, par value $.02, of the Registrant into which the 900,000 shares of Redeemable Common Stock offered hereby will automatically convert after June 30, 1995. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Section 6(b) of the Securities Act of 1933, as amended, and Rule 457 thereunder. The price per share and aggregate offering price are based upon $49.25, the closing sales price of Registrant's Redeemable Common Stock on June 12, 1995, as reported on the New York Stock Exchange. - -------------------------------------------------------------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. 3 INCORPORATION OF DOCUMENTS BY REFERENCE The following documents which have heretofore been filed by Genentech, Inc. (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 Registration Statement on Form S-4 filed with the Commission on June 5, 1995; 2. The Company's Annual Report on Form 10-K for the year ended December 31, 1994; 3. The Company's Annual Report to Stockholders for the year ended December 31, 1994; 4. The Company's Quarterly Report on Form 10-Q for the year ended March 31, 1995; and 5. The Company's Proxy Statement relating to Genentech's 1995 Annual Meeting of Stockholders. 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 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 4 as so modified or superseded, to constitute a part of this Registration Statement. -2- 5 EXHIBITS EXHIBIT NUMBER PAGE ------- ---- 5.1 Opinion of Counsel 15.1 Letter re: Unaudited Financial Inforamtion 23.1 Consent of Ernst & Young LLP, independent auditors 23.2 Consent of Counsel is contained in Exhibit 5.1 to this Registration Statement 24.1 Power of Attorney is contained on the signature pages to this Registration Statement 99.1 1991 Employee Stock Plan, as amended as of February 9, 1995 -3- 6 SIGNATURES The Registrant. 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 South San Francisco, State of California, on June 15, 1995. GENENTECH, INC. By:/s/ Louis J. Lavigne, Jr. ---------------------------------- Louis J. Lavigne, Jr. Senior Vice President and Chief Financial Officer (Principal Financial Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John P. McLaughlin and Louis J. Lavigne, Jr. and each or any one of them, his true and lawful attorney-in-fact and agent, 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) to this Registration Statement, and, to the extent permitted by the rules and regulations of the Securities and Exchange Commission, any future Registration Statements to register additional securities relating to the same employee benefit plan, 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 substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE /s/ Robert A. Swanson Chairman of the Board June 13, 1995 ---------------------- and Director Robert A. Swanson
-4- 7
/s/ G. Kirk Raab President, Chief Executive June 12, 1995 ---------------------- Officer and Director G. Kirk Raab (Principal Executive Officer) /s/Bradford S. Goodwin Vice President and ---------------------- Controller (Principal June 12, 1995 Bradford S. Goodwin Accounting Officer) /s/ Herbert W. Boyer Director June 12, 1995 ---------------------- Herbert W. Boyer /s/Jurgen Drews Director June 12, 1995 ---------------------- Jurgen Drews /s/Armin M. Kessler Director June 13, 1995 ---------------------- Armin M. Kessler /s/Linda F. Levinson Director June 12, 1995 ---------------------- Linda F. Levinson /s/ J. Richard Munro Director June 12, 1995 ---------------------- J. Richard Munro /s/Donald L. Murfin Director June 12, 1995 ---------------------- Donald L. Murfin /s/ John T. Potts, Jr. Director June 15, 1995 ---------------------- John T. Potts, Jr. /s/C. Thomas Smith, Jr. Director June 12, 1995 ---------------------- C. Thomas Smith, Jr. /s/David S. Tappan, Jr. Director June 12, 1995 ---------------------- David S. Tappan, Jr.
-5- 8 EXHIBIT INDEX ------------- EXHIBIT NUMBER PAGE ------- ---- 5.1 Opinion of Counsel 15.1 Letter re: Unaudited Financial Information 23.1 Consent of Ernst & Young LLP, independent auditors 23.2 Consent of Counsel is contained in Exhibit 5.1 to this Registration Statement 24.1 Power of Attorney is contained on the signature pages to this Registration Statement 99.1 1991 Employee Stock Plan, as amended as of February 9, 1995 EX-5.1 2 OPINION OF COUNSEL 1 [LETTERHEAD OF GENENTECH, INC.] June 15, 1995 Genentech, Inc. 460 Point San Bruno Boulevard South San Francisco, California 94080 Ladies and Gentlemen: I am General Counsel of Genentech, Inc. (the "Company") and am rendering this opinion in connection with the filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 900,000 shares of the Company's Redeemable Common Stock, $.02 par value ("Redeemable Common Stock"), and the 900,000 shares of Common Stock, par value $0.02 per share, into which such shares of Redeemable Common Stock will automatically convert after June 30, 1995 (together with the shares of Redeemable Common Stock, the "Shares"), pursuant to the Company's 1991 Employee Stock Plan, as amended (the "Plan"). In connection with this opinion, I have examined the Registration Statement and related Prospectus, the Company's Certificate of Incorporation and By-laws, as amended, and such other documents, records, certificates, memoranda and other instruments as in my judgment are necessary as a basis for this opinion. On the basis of the foregoing, and in reliance thereon, I am of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable. I consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, By:/s/Stephen G. Juelsgaard ----------------------- Stephen G. Juelsgaard Vice President and General Counsel EX-15.1 3 LETTER RE: UNAUDITED FINANCIAL INFORMATION 1 Exhibit 15.1 [LETTERHEAD OF ERNST & YOUNG, LLP] June 15, 1995 The Board of Directors and Stockholders Genentech, Inc. We are aware of the incorporation by reference in the Registration Statement (Form S-8) of Genentech, Inc. for the registration of 900,000 shares of its Redeemable Common Stock of our report dated April 10, 1995 relating to the unaudited condensed consolidated interim financial statements of Genentech, Inc. which are included in its Form 10-Q for the quarter ended March 31, 1995. Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a part of the registration statement prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933. Very truly yours, ERNST & YOUNG LLP EX-23.1 4 CONSENT OF ERNST & YOUNG 1 Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1991 Employee Stock Plan, as amended, of Genentech, Inc. for the registration of 900,000 shares of Redeemable Common Stock and to the incorporation by reference therein of our report dated January 17, 1995, with respect to the consolidated financial statements of Genentech, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1994, and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP San Jose, California June 15, 1995 EX-99.1 5 1991 EMPLOYEE STOCK PLAN 1 Amendment to 1991 Employee Stock Plan The Genentech, Inc. 1991 Employee Stock Plan is hereby amended as follows: 1. The first sentence of Section 7 of the Plan is hereby deleted and replaced with the following sentence: "No more than three million, eight hundred thousand (3,800,000) Shares may be sold pursuant to Rights granted under the Plan." Dated: February 9, 1995 2 GENENTECH, INC. 1991 Employee Stock Plan 1. Purpose The purpose of this 1991 Employee Stock Plan (the "Plan") is to provide employees of Genentech, Inc. (the "Company"), and its U.S. subsidiaries designated by the Company's Board of Directors, who wish to become stockholders of the Company an opportunity to purchase Redeemable Common Stock of the Company (the "Shares"). The Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Eligible Employees Subject to the provisions of Sections 7, 8 and 9 below, any individual who is in the full-time employment of the Company on the day on which a Grant Date (as defined in Section 3 below) occurs is eligible to participate in an offering of Shares made by the Company hereunder. In addition, the Board of Directors may at any time designate one or more of the Company's U.S. subsidiary corporations (as defined in Section 425(f) of the Code) to be included in an offering of Shares under the Plan. Full-time employment shall mean employment by the Company or its designated U.S. subsidiary for: (a) 20 hours or more per week; and (b) more than five months in the calendar year. 3. Grant Dates From time to time, the Board of Directors may fix a date (a "Grant Date") or a series of dates (each of which is a "Grant Date") on which the Company will grant rights to purchase Shares ("Rights") to employees eligible to participate. 4. Prices The purchase price per Share for Shares covered by a grant of Rights hereunder shall be determined by the Board of Directors, but in no event shall be less than the lesser of: (a) eighty-five percent (85%) of the fair market value of a Share on the Grant Date on which such Right was granted; or 3 (b) eighty-five percent (85%) of the fair market value of a Share on the date such Right is exercised as to that Share. 5. Exercise of Rights and Method of Payment (a) Rights granted under the Plan will be exercisable on specific dates as determined by the Board of Directors. (b) The method of payment for Shares purchased upon exercise of Rights granted hereunder shall be through regular payroll deductions or by lump sum cash payment, or both, as determined by the Board of Directors. No interest shall be paid upon payroll deductions or other payments in exercise of Rights unless specifically provided for by the Board of Directors. 6. Terms of Rights Rights granted hereunder shall be exercisable during a twenty-seven (27) month period or such shorter period as determined by the Board of Directors. All Rights granted to an employee shall terminate upon termination of full-time employment of the employee. Any payments received by the Company from a participating employee with respect to a Right granted hereunder and not utilized for the purchase of Shares upon exercise of such Right shall be promptly returned to such employee by the Company after termination of such Right, except that amounts that were not so utilized because such amounts were insufficient to purchase a whole Share may be applied toward the purchase of Shares pursuant to a Right subsequently granted hereunder, if any. 7. Shares Subject to the Plan No more than two million nine hundred thousand (2,900,000) Shares may be sold pursuant to Rights granted under the Plan. Appropriate adjustments in the above figure, in the number of Shares covered by outstanding Rights granted hereunder, in the exercise price of the Rights and in the maximum number of Shares which an employee may purchase (pursuant to Section 9 below) shall be made to give effect to any mergers, consolidations, reorganizations, recapitalizations, stock splits, stock dividends or other relevant changes in the capitalization of the Company occurring after the effective date of the Plan, provide that no fractional Shares shall be subject to a Right and each Right shall be adjusted downward to the nearest full Share. Any agreement of merger or consolidation will include provisions for protection of the then existing -2- 4 Rights of participating employees under the Plan. Either authorized and unissued Shares or issued Shares heretofore or hereafter reacquired by the Company may be made subject to Rights under the Plan. If for any reason any Right under the Plan terminates in whole or in part, Shares subject to such terminated Right may again be subject to a Right under the Plan. 8. Limitations on Grants Anything to the contrary notwithstanding, pursuant to Section 423 of the Code: (a) No employee shall be granted a Right hereunder if such employee, immediately after the Right is granted, owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company, its parent corporation (as defined in Section 425(c) of the Code) or any subsidiary corporation, in each case computed in accordance with Section 423(b)(3) of the Code. (b) No employee shall be granted a Right which permits his Rights to purchase Shares under all employee stock purchase plans of the Company and its subsidiaries to accrue at a rate which exceeds twenty-five thousand dollars ($25,000) (or such other maximum as may be prescribed from time to time by the Code) of fair market value of such Shares (determined at the time such Right is granted) for each calendar year in which such Right is outstanding at any time, all in accordance with the provisions of Section 423(b)(8) of the Code. 9. Limits on Participation (a) Participation shall be limited to eligible employees who enroll under the Plan. (b) No Right granted to any participating employee shall cover more than twelve thousand (12,000) Shares. (c) No more than One Hundred Eighty Thousand (180,000) Shares may be purchased during any calendar quarter upon the exercise of Rights granted under the Plan; provided, however, that for those calendar quarters in which the Company pays regular annual bonuses to eligible employees, the maximum aggregate numbers of Shares which may be purchased upon the exercise of Rights shall be Two Hundred Thousand (200,000) Shares. If the aggregate purchases of Shares upon exercises of Rights granted under the Plan would exceed the applicable maximum number for a particular calendar quarter, the maximum permitted number of Shares shall be allocated to the exercising -3- 5 participants in proportion to the number of Shares they would otherwise purchase during such calendar quarter. 10. Employee's Rights as Stockholder No participating employee shall have any Rights as a stockholder in the Shares covered by a Right granted hereunder until such Right has been exercised, full payment has been made for the corresponding Shares and the purchase has been entered in the records of the Transfer Agent for the Shares. 11. Rights Not Transferable Rights under the Plan are not assignable or transferable by a participating employee. 12. Amendments or Discontinuance of the Plan The Board of Directors of the Company shall have the right to amend, modify or terminate the Plan at any time without notice; provided, however, that the then existing Rights of all participating employees shall not be adversely affected thereby, except that in the case of a participating employee of a foreign branch of the Company or a designated U.S. subsidiary corporation the Plan may be varied to conform with local laws, and provided further that, subject to the provisions of Section 7 above, no such amendment to the Plan shall, without the approval of the stockholders of the Company: (a) Increase the total number of Shares which may be offered under the Plan; (b) Amend the Plan in any manner which would render Rights granted hereunder unqualified for special tax treatment under Section 421 of the Code. 13. Effective Date and Approvals The Plan shall become effective as of January 1, 1991. The Company's obligation to offer, sell or deliver its Shares under the Plan is subject to the approval of the Company's stockholders and any governmental approval required in connection with the authorized issuance or sale of such Shares and is further subject to the determination by the Company that all applicable securities laws have been complied with. 14. Administration of the Plan The Board of Directors or any committee or person(s) to whom it delegates its authority (the "Administrator") shall -4- 6 administer, interpret and apply all provisions of the Plan. The Administrator may waive such provisions of the Plan as it deems necessary to meet special circumstances not anticipated or covered expressly by the Plan. Nothing contained in this Section shall be deemed to authorize the Administrator to alter or administer the provisions of the Plan in a manner inconsistent with the provisions of Section 423 of the Code. -5- -----END PRIVACY-ENHANCED MESSAGE-----