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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DENDREON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-3203193
(State of Incorporation) (IRS Employer
Identification No.)
3005 First Avenue
Seattle, Washington 98121
(Address of Principal Executive Offices, including Zip Code)
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If this Form relates to the registration of a class If this Form relates to the registration of a class of
of securities pursuant to Section 12(b) of the securities pursuant to Section 12(g) of the Exchange
Exchange Act and is effective pursuant to General Act and is effective pursuant to General Instruction
Instruction A.(c), please check the following box. [ ] A.(d), please check the following box. [X]
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Securities Registration Number to Which This Form Relates: 333-31920
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to Be Registered Each Class Is to Be Registered
None N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
A description of the Common Stock to be registered hereunder is contained
in the section entitled "Description of Capital Stock," commencing at page 57 of
the Prospectus included in the Registrant's Form S-1 Registration Statement, No
333-31920 (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") on March 8, 2000 and is incorporated herein by
reference.
Item 2. Exhibits.
Each of the following exhibits to this registration statement has been
filed as an exhibit to the Registration Statement (as defined above) and is
incorporated herein by reference:
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Exhibit
No. Description
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3.1 Amended and Restated Certificate of Incorporation filed with the
Delaware Secretary of State on September 3, 1999.
3.2 Form of Amended and Restated Certificate of Incorporation to be
effective on the closing of the offering made pursuant to the
Registration Statement.
3.3 Bylaws.
4.1 Specimen Common Stock certificate.
10.4 Fourth Amended and Restated Stockholders' Agreement, dated September 3,
1999, between the Registrant and certain holders of the Registrant's
securities.
10.7 Registration Rights and Shareholder's Agreement, dated October 18, 1999,
between the Registrant and Fresenius AG.
10.8 Warrant to purchase 250,000 shares of common stock issued by the
Registrant to Fresenius AG, dated October 18, 1999.
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2.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
DENDREON CORPORATION
(Registrant)
Date: May 22, 2000 By: /s/ Martin A. Simonetti
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Martin A. Simonetti
Chief Financial Officer and
Vice President, Administration
3.
