-----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, MbSNOY2nk8UZUyc3kY49aYhlqybSCNDSFtohIggWNVWF+drRBsXv4PwVheVSLOCo mmONYMBe3hinEXYo4UmE9A== 0000950123-95-001820.txt : 199506280000950123-95-001820.hdr.sgml : 19950628 ACCESSION NUMBER: 0000950123-95-001820 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950627 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: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-09813 FILM NUMBER: 95549388 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 8-A12B 1 FORM 8-A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GENENTECH, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 94-2347624 - -------------------------------------------------------------------------------- (State of (IRS Employer Incorporation) Identification No.) 460 Point San Bruno Blvd., South San Francisco, CA 94080 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this Form relates to the registration of If this Form relates to the registration of a class of a class of debt securities and is effective debt securities and is to become effective upon filing pursuant to General Instruction simultaneously with the effectiveness of a concurrent A(c)(1) please check the following box. / / registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered - ------------------- ------------------------------ Common Stock, par value $.02 per share New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of Class) Page 1 of 3 2 Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The Registrant's authorized capital includes 200,000,000 shares of Common Stock, par value $.02 per share (the "Common Stock"). All shares of Common Stock are entitled to participate equally in dividends. Each stockholder has one vote for each share registered in such stockholder's name as of the applicable record date for any matter presented to stockholders. All of the shares of Common Stock rank equally on liquidation. All outstanding shares of Common Stock are fully paid and nonassessable. Holders of Common Stock have no preemptive rights. Item 2. EXHIBITS 1. Specimen stock certificate for the Common Stock, par value $.02 per share, of the Registrant. 2. Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-3 of the Registrant (Registration Statement No. 33-37361) filed on October 18, 1991). 3. By-Laws of the Registrant (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10-K for the year ended December 31, 1990). 4. Governance Agreement dated as of September 7, 1990, between Roche Holdings, Inc. and the Registrant (incorporated by reference to Exhibit 10.38 to Annual Report on Form 10-K for the year ended December 31, 1990) Page 2 of 3 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. GENENTECH, INC. Date: June 27, 1995 By: /s/ Louis J. Lavigne, Jr. -------------------------- Louis J. Lavigne, Jr. Senior Vice President and Chief Financial Officer Page 3 of 3 4 EXHIBIT INDEX 1. Specimen stock certificate for the Common Stock, par value $.02 per share, of the Registrant. 2. Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-3 of the Registrant (Registration Statement No. 33-37361) filed on October 18, 1991). 3. By-Laws of the Registrant (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10-K for the year ended December 31, 1990). 4. Governance Agreement dated as of September 7, 1990, between Roche Holdings, Inc. and the Registrant (incorporated by reference to Exhibit 10.38 to Annual Report on Form 10-K for the year ended December 31, 1990) EX-99.1 2 FORM OF STOCK CERTIFICATE 1 NUMBER ________ TEMPORARY CERTIFICATE EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE WHEN READY FOR DELIVERY. COMMON STOCK SHARES ____________ GENENTECH, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 368710208 SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS THIS CERTIFICATE TRANSFERABLE IN BOSTON, MA OR NEW YORK, NY THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $0.02 PAR VALUE PER SHARE, OF GENENTECH, INC. transferable on the books of the Corporation by the Holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. CERTIFICATE OF STOCK Dated: GENENTECH, INC. Incorporated Dec. 23, 1986 DELAWARE /s/ John P. McLaughlin SECRETARY /s/ Robert A. Swanson CHAIRMAN OF THE BOARD /s/ G. Kirk Raab PRESIDENT AND CHIEF EXECUTIVE OFFICER COMMISSIONED AND REGISTERED THE FIRST NATIONAL BANK OF BOSTON TRANSFER AGENT AND REGISTRAR BY /s/ AUTHORIZED SIGNATURE 2 The Corporation is authorized to issue Common Stock and Preferred Stock. The Board of Directors of the Corporation has authority to determine the authorized number of shares of each series of Preferred Stock and to determine or alter the rights, preferences, privileges and restrictions granted to imposed upon any wholly unissued series of Preferred Stock, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. A statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes or series of shares and the number of shares constituting each class or series, and the designations thereof, may be obtained by the holder hereof upon request and without charge from the Secretary of the Corporation at the principal office of the Corporation. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- _______________ Custodian _________________ (Cust) (Minor) under Uniform Gifts to Minors Act _______________________________________ (State) UNIF TRF MIN ACT -- _____________ Custodian (until age _______) (Cust) ___________________ under Uniform Transfers (Minor) to Minors Act _____________________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, ______________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares - ------------------------------------------------------------------------- of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney - ----------------------------------------------------------------------- to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated ____________________________ X__________________________________________ X__________________________________________ THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN NOTICE: UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. -----END PRIVACY-ENHANCED MESSAGE-----