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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
Amendment No. 1
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 a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
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
- ------------------------- -------------------------------
Callable Putable
Common Stock,
par value $.02 per share New York Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's Callable Putable Common Stock, par
value $.02 per share ("Special Common Stock") set forth under the
caption "The Charter Amendment -- Description of the Special Common
Stock" in the Proxy Statement/Prospectus forming a part of Amendment
No. 2 to the Registration Statement on Form S-4 of the Registrant
(Registration Statement No. 33-59949) filed on September 18, 1995, is
hereby incorporated by reference.
Item 2. EXHIBITS
1. Specimen stock certificate for the Callable Putable Common
Stock, par value $.02 per share, of the Registrant.
(Previously filed as an Exhibit to Registrant's Form 8-A
filed on October 20, 1995)
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. Form of Article THIRD of the Registrant's Certificate of
Incorporation, amending Article THIRD of the Registrant's
Certificate of Incorporation included as Exhibit 2 to this
Registration Statement (incorporated by reference to Exhibit C
to Annex A to the Proxy Statement/Prospectus forming a part of
(Pre-Effective) Amendment No. 2 to the Registration Statement
on Form S-4 of the Registrant (Registration Statement No.
33-59949) filed on September 18, 1995).
4. 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).
5. Form of Amended and Restated Governance Agreement, as amended,
to be dated as of the effective date of the merger
contemplated by the Agreement and Plan of Merger, dated as of
May 23, 1995, as amended, among the Registrant, Roche
Holdings, Inc. and HLR (U.S.) II, Inc. (incorporated by
reference to Exhibit A to Annex A to the Proxy
Statement/Prospectus forming a part of (Pre-Effective)
Amendment No. 2 to the Registration Statement on Form S-4 of
the Registrant (Registration Statement No. 33-59949) filed
on September 18, 1995).
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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: October 30, 1995 By: /s/ John P. McLaughlin
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John P. McLaughlin
Senior Vice President
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