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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.
(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
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Page 1 of 3
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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.
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 20, 1995 By: /s/ John P. McLaughlin
-------------------------------
John P. McLaughlin
Senior Vice President
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Index to Exhibits
Exhibit
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1. Specimen stock certificate for the Callable Putable 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. 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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CERTIFICATE OF STOCK
[GENENTECH, INC LOGO]
THIS CERTIFICATE IS TRANSFERABLE IN BOSTON OR NEW YORK
9-27-95 JB H39751-A
NUMBER SHARES
CALLABLE PUTABLE CALLABLE PUTABLE
COMMON STOCK COMMON STOCK
FBC
[SEAL]
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN
OF THE STATE OF DELAWARE DEFINITIONS AND A
STATEMENT AS TO THE RIGHTS,
PREFERENCES, PRIVILEGES AND
RESTRICTIONS OF A SHARE.
THIS CERTIFIES THAT CUSIP 368710 30 7
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE CALLABLE PUTABLE COMMON STOCK,
$.02 PAR VALUE, 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
and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
COUNTERSIGNED AND REGISTERED:
THE FIRST NATIONAL BANK OF BOSTON /s/ Robert A. Swanson
TRANSFER AGENT AND REGISTRAR
BY CHAIRMAN OF THE BOARD
AUTHORIZED SIGNATURE
[PICTURE]
/s/ John P. McLaughlin /s/ Arthur D. Levinson
PRESIDENT AND
SECRETARY CHIEF EXECUTIVE OFFICER
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THE SHARES OF CALLABLE PUTABLE COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO
(i) REDEMPTION AT THE OPTION OF THE CORPORATION DURING THE PERIODS, AT THE
PRICES AND ON THE TERMS AND CONDITIONS SPECIFIED IN THE CORPORATION'S
CERTIFICATE OF INCORPORATION, (ii) AN OPTION ON THE PART OF THE HOLDER, UNDER
CERTAIN CIRCUMSTANCES, TO REQUIRE THE CORPORATION TO REDEEM SUCH SHARES OF
CALLABLE PUTABLE COMMON STOCK, AT THE PRICE AND ON THE TERMS AND CONDITIONS
SPECIFIED IN THE CORPORATION'S CERTIFICATE OF INCORPORATION AND (iii)
CONVERSION INTO COMMON STOCK, PAR VALUE $.02, OF THE CORPORATION ON THE DATE
SPECIFIED, AND UPON THE TERMS AND CONDITIONS SET FORTH IN, SUCH CERTIFICATE OF
INCORPORATION. AFTER REDEMPTION THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
CEASE TO BE OUTSTANDING FOR ALL PURPOSES AND THE HOLDER HEREOF SHALL BE ENTITLED
TO RECEIVE ONLY THE REDEMPTION PRICE OF SUCH SHARES, WITHOUT INTEREST. AFTER
CONVERSION THIS CERTIFICATE SHALL REPRESENT THE SHARES OF COMMON STOCK INTO
WHICH THE SHARES OF CALLABLE PUTABLE COMMON STOCK REPRESENTED HEREBY SHALL HAVE
BEEN CONVERTED, AND THIS CERTIFICATE MAY BE EXCHANGED FOR A NEW CERTIFICATE
REPRESENTING SUCH SHARES OF COMMON STOCK.
GENENTECH, INC.
A STATEMENT OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO
OR IMPOSED UPON THE RESPECTIVE CLASSES OR SERIES OF SHARES OF STOCK OF THE
CORPORATION, AND UPON THE HOLDERS THEREOF AS ESTABLISHED BY THE CERTIFICATE OF
INCORPORATION OR BY ANY CERTIFICATE OF DETERMINATION OF PREFERENCES, AND THE
NUMBER OF SHARES CONSTITUTING EACH SERIES OR CLASS AND THE DESIGNATIONS THEREOF,
MAY BE OBTAINED BY ANY SHAREHOLDER OF THE CORPORATION 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)
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
______________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ________________________________________
________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
