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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: |
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Washington, D.C. 20549 |
Expires: |
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SCHEDULE 13G |
Estimated average burden hours per response. . 11 |
Under the Securities Exchange Act of 1934
(Amendment No. )*
DENDREON CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
24823Q107
(CUSIP Number)
February 24, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. 24823Q107 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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(1) |
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Directly owned by Vulcan Ventures Incorporated. Paul G. Allen is the sole shareholder of Vulcan Ventures Incorporated and may be deemed to have shared voting and dispositive power with respect to these shares. |
(2) |
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This percentage is based on 58,994,134 shares of common stock outstanding as of October 31, 2004 as reported on the Issuers quarterly report on Form 10-Q filed with the SEC on November 9, 2004. Beneficial ownership is calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934. |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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(1) |
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Directly owned by Vulcan Ventures Incorporated. Paul G. Allen is the sole shareholder of Vulcan Ventures Incorporated and may be deemed to have shared voting and dispositive power with respect to these shares. |
(2) |
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This percentage is based on 58,994,134 shares of common stock outstanding as of October 31, 2004 as reported on the Issuers quarterly report on Form 10-Q filed with the SEC on November 9, 2004. Beneficial ownership is calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934. |
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Item 1. |
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(a) |
Name
of Issuer |
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(b) |
Address
of Issuers Principal Executive Offices |
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Item 2. |
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(a) |
Name
of Person Filing |
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(b) |
Address
of Principal Business Office or, if none, Residence 505
Fifth Ave. South, Suite 900 |
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(c) |
Citizenship Vulcan Ventures Incorporated is a corporation organized under the laws of the State of Washington. |
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(d) |
Title
of Class of Securities |
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(e) |
CUSIP
Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Not applicable. |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: 2,897,689 shares(1) |
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(b) |
Percent of class: 4.91%(2) |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote -0- shares |
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(ii) |
Shared power to vote or to direct the vote 2,897,689 shares(1) |
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(iii) |
Sole power to dispose or to direct the disposition of -0- shares |
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(iv) |
Shared power to dispose or to direct the disposition of 2,897,689 shares(1) |
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(2) This percentage is based on 58,994,134 shares of common stock outstanding as of October 31, 2004 as reported on the Issuers quarterly report on Form 10-Q filed with the SEC on November 9, 2004. Beneficial ownership is calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ý. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable. |
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Item 10. |
Certification |
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The persons filing this statement initially reported beneficial ownership on a Schedule 13D filed on June 23, 2000, and is now filing on Schedule 13G due to a change in such persons purpose (and the effect thereof) in holding the securities referred to above. By signing below, each person filing this statement hereby certifies that, to the best of such persons knowledge and belief, the securities referred to above are no longer being held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and are no longer held in connection with or as a participant in any transaction having that purpose or effect. |
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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VULCAN VENTURES INCORPORATED |
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March 24, 2005 |
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By: |
/s/ W. Lance Conn |
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Name and Title: |
W. Lance Conn, Executive Vice |
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President |
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March 24, 2005 |
/s/ W. Lance Conn |
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Paul G. Allen |
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*By: |
/s/ W. Lance Conn |
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Name: |
/s/ W. Lance Conn |
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Attorney-in Fact for Paul G. Allen |
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EXHIBIT INDEX
Exhibit |
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Description |
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99.1 |
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Joint Filing Agreement |
99.2 |
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Power of Attorney |
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EXHIBIT 99.1
Joint Filing Agreement
We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto by either or both of us will be filed, on behalf of each of us.
Dated: March 24, 2005 |
VULCAN VENTURES INCORPORATED |
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By: |
/s/ W. Lance Conn |
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Name and Title: |
/s/ W. Lance Conn, |
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Executive Vice President |
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Dated: March 24, 2005 |
/s/ W. Lance Conn |
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Paul G. Allen |
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*By: |
/s/ W. Lance Conn |
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Name: |
/s/ W. Lance Conn |
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Attorney-in Fact for Paul G. Allen |
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EXHIBIT 99.2
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint each of Jo Allen Patton, W. Lance Conn, Gregory P. Landis, Nathaniel T. Brown, and Allen D. Israel, each with full power of substitution and resubstitution and full power to act alone and without the other, as the true and lawful attorney of the undersigned, and authorizes and designates each such person to execute, acknowledge, deliver and file, on behalf of the undersigned, any and all filings and any amendments thereto made by or on behalf of the undersigned in respect of securities held by the undersigned, directly, indirectly or beneficially, pursuant to the Securities Act of 1933 and the rules and regulations thereunder (including but not limited to Form 144 filings) and the Securities Exchange Act of 1934 and the rules and regulations thereunder (including but not limited to Forms 3, 4 and 5 and Schedules 13D and 13G). The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigneds responsibilities to comply with the Securities Act of 1933, Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder. \
This Power of Attorney shall be deemed to revoke (1) the Power of Attorney filed with the Schedule 13G filed by Vulcan Ventures Incorporated and Paul G. Allen with the Securities and Exchange Commission on August 30, 1999 with respect to securities of Pathogenesis Corporation, and (2) the Power of Attorney filed with the Form 3 filed by Paul Allen with the Securities and Exchange Commission on October 28, 2004 with respect to securities of DreamWorks Animation SKG, Inc. This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of March, 2005.
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/s/ Paul G. Allen |
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Paul G. Allen |