-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KOoGVy8c7fFq2bbvRnCnp5nN303bRnFxU0F9zJgdyfyQPSeW83xdohq5bvtM22Hr vtSMEJpyzCm9wIMgIibBzA== 0000950149-97-001376.txt : 19970718 0000950149-97-001376.hdr.sgml : 19970718 ACCESSION NUMBER: 0000950149-97-001376 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970717 EFFECTIVENESS DATE: 19970717 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENENTECH INC CENTRAL INDEX KEY: 0000318771 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 942347624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31467 FILM NUMBER: 97641837 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 FORM S-8 1 As filed with the Securities and Exchange Commission on July 17, 1997. Registration No. 333- - ------------------------------------------------------------------------------- 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 or other jurisdiction (I.R.S. employer of incorporation or organization) identification number) 1 DNA Way SOUTH SAN FRANCISCO, CALIFORNIA 94080 (415) 225-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------------------ STEPHEN G. JUELSGAARD VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY GENENTECH, INC. 1 DNA Way SOUTH SAN FRANCISCO, CALIFORNIA 94080 (415) 225-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ================================================================================================================ Proposed Maximum Maximum Title of Each Class of Amount to be Offering Price Aggregate Amount of Securities to be Registered Registered per Share(1) Offering Price(1) Registration Fee - ---------------------------------------------------------------------------------------------------------------- Callable Putable Common Stock, $.02 par value 700,000 shares $58.34 $40,838,000 $14,083 ================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon the average of the high and low prices reported on the New York Stock Exchange on July 11, 1997. - ------------------------------------------------------------------------------- Page 1 of 8 Pages Exhibit Index Located at Page II-5 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE In accordance with General Instruction E to Form S-8, the contents of the Registrant's Registration Statements on Form S-8, Commission File No. 33-39631, No. 33-60816, No. 33-60277 and No. 33-59949, including exhibits thereto, are hereby incorporated by reference into this Registration Statement, except as the same may be modified by the information set forth herein. Item 8. EXHIBITS
Exhibit Number Description ------ ----------- 4.1 Amended Certificate of Incorporation of Registrant (1) 5.1 Opinion of Counsel 15.1 Letter from Ernst & Young LLP Regarding Unaudited Interim Financial Information 23.1 Consent of Counsel (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP, Independent Auditors 24.1 Power of Attorney (see page II-3) 99.1 1991 Employee Stock Plan, as amended effective April 10, 1997 (2)
(1) Filed as an exhibit to Form S-4 dated October 25, 1995 (Registration Statement No. 33-5994) and incorporated herein by reference. (2) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 1997. II-2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Genentech, Inc., 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 July 14, 1997. GENENTECH, INC. By: /s/ Stephen G. Juelsgaard ----------------------------------------- Stephen G. Juelsgaard Vice President, General Counsel and Secretary POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Louis J. Lavigne, Jr. and Stephen G. Juelsgaard, and each of them, 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 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, this Registration Statement has been signed below by the following persons in the capacities indicated, as of July 14, 1997.
SIGNATURE TITLE --------- ----- Principal Executive Officer: /s/ Arthur D. Levinson President, Chief Executive - ------------------------------------ Officer and Director Arthur D. Levinson Principal Financial Officer: /s/ Louis J. Lavigne, Jr. Executive Vice President and - ------------------------------------ Chief Financial Officer Louis J. Lavigne, Jr. Principal Accounting Officer: /s/ Bradford S. Goodwin Vice President, Finance - ----------------------------------- and Controller Bradford S. Goodwin
II 4 Directors: /s/ Herbert W. Boyer Director - ----------------------------------- Herbert W. Boyer /s/ Jurgen Drews Director - ----------------------------------- Jurgen Drews /s/ Franz B. Humer Director - ----------------------------------- Franz B. Humer /s/ Linda Fayne Levinson Director - ----------------------------------- Linda Fayne Levinson /s/ J. Richard Munro Director - ----------------------------------- J. Richard Munro /s/ Donald L. Murfin Director - ----------------------------------- Donald L. Murfin /s/ John T. Potts, Jr. Director - ----------------------------------- John T. Potts, Jr. /s/ C. Thomas Smith, Jr. Director - ----------------------------------- C. Thomas Smith, Jr. /s/ David S. Tappan, Jr. Director - ----------------------------------- David S. Tappan, Jr. II-4 5
INDEX TO EXHIBITS Number Description ----- ----------- 4.1 Amended Certificate of Incorporation of Registrant (1) 5.1 Opinion of Counsel 15.1 Letter from Ernst & Young LLP Regarding Unaudited Interim Financial Information 23.1 Consent of Counsel (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP, Independent Auditors 24.1 Power of Attorney (see page II-3) 99.1 1991 Employee Stock Plan, as amended effective April 10, 1997 (2)
(1) Filed as an exhibit to Form S-4 dated October 25, 1995 (Registration Statement No. 33-5994) and incorporated herein by reference. (2) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 1997. II-5 EX-5.1 2 OPINION OF COUNSEL 1 EXHIBIT 5.1 [GENENTECH, INC. LETTERHEAD] July 16, 1997 Genentech, Inc. 460 Point San Bruno Boulevard South San Francisco, CA 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 with respect to the offering and sale of up to 700,000 shares of the Company's Callable Putable Common Stock (the "Special Common Stock") pursuant to the Company's 1991 Employee Stock Plan, as amended (the "Plan"). In connection with rendering this opinion, I have examined and relied upon the Registration Statement and related Prospectus, the Plan described in the Registration Statement and the documents to be executed pursuant thereto, the Company's Certificate of Incorporation and Bylaws, as amended, and such records, documents, certificates, memoranda, and other instruments as in my judgment are necessary or appropriate to enable me to render the opinion expressed below. On the basis of the foregoing, and in reliance thereon, I am of the opinion that the Special Common Stock when sold and issued in accordance with the Plan and the documents to be executed pursuant thereto, the Registration Statement and the 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, /s/ Stephen G. Juelsgaard ----------------------------- Stephen G. Juelsgaard Vice President, General Counsel and Secretary II-6 EX-15.1 3 LETTER FROM ERNST & YOUNG 1 EXHIBIT 15.1 July 16, 1997 The Board of Directors and Stockholders Genentech, Inc. We are aware of the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1991 Employee Stock Plan of Genentech, Inc. of our report dated April 8, 1997 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, 1997. 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, /s/ Ernst & Young LLP -------------------------------- Ernst & Young LLP II-7 EX-23.2 4 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1991 Employee Stock Plan of Genentech, Inc. of our report dated January 17, 1997, 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, 1996 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California July 16, 1997 II-8 -----END PRIVACY-ENHANCED MESSAGE-----