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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.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 94-2347624
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(State of (IRS Employer
Incorporation) Identification No.)
460 Point San Bruno Blvd., South San Francisco, CA 94080
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(Address of principal executive offices) (Zip Code)
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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. / /
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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 so registered each class is to be registered
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Common Stock, par
value $.02 per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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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)
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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.
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Louis J. Lavigne, Jr.
Senior Vice President and
Chief Financial Officer
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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)
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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
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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
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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Shares
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of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
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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.
