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As filed with the Securities and Exchange Commission on June 16, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENENTECH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2347624
(State of incorporation) (I.R.S. Employer
Identification No.)
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460 Point San Bruno Boulevard
South San Francisco, California 94080
(415) 225-1000
(Address and telephone number of principal executive offices)
1991 EMPLOYEE STOCK PLAN
(Full title of the plans)
John P. McLaughlin, Esq.
Senior Vice President and Secretary
GENENTECH, INC.
460 Point San Bruno Boulevard
South San Francisco, CA 94080
(415) 225-1000
(Name, address, including zip code, and telehone number, including area code,
of agent for service)
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Copies to:
Richard D. Katcher, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of Registration
to be Registered Registered Share (2) Price (2) Fee
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<S> <C> <C> <C> <C>
Redeemable Common Stock (par value $.02)(1) 900,000 N.A. $44,325,000 $15,285
==================================================================================================================================
</TABLE>
(1) This Registration Statement also relates to the 900,000 shares of Common
Stock, par value $.02, of the Registrant into which the 900,000 shares of
Redeemable Common Stock offered hereby will automatically convert after June
30, 1995.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Section 6(b) of the Securities Act of 1933, as
amended, and Rule 457 thereunder. The price per share and aggregate
offering price are based upon $49.25, the closing sales price of
Registrant's Redeemable Common Stock on June 12, 1995, as reported on the
New York Stock Exchange.
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have heretofore been filed by Genentech,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), are incorporated by reference herein and shall be deemed to be a
part hereof:
1. The Company's Registration Statement on Form S-4 filed with the
Commission on June 5, 1995;
2. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
3. The Company's Annual Report to Stockholders for the year ended
December 31, 1994;
4. The Company's Quarterly Report on Form 10-Q for the year ended
March 31, 1995; and
5. The Company's Proxy Statement relating to Genentech's 1995 Annual
Meeting of Stockholders.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Company of the 1934 Act in each
year during which the offering made by this Registration Statement is in effect
prior to the filing with the Commission of the Company's Annual Report on Form
10-K covering such year shall not be incorporated Documents or be incorporated
by reference in this Registration Statement or be a part hereof from and after
the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except
<PAGE> 4
as so modified or superseded, to constitute a part of this Registration
Statement.
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EXHIBITS
EXHIBIT
NUMBER PAGE
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5.1 Opinion of Counsel
15.1 Letter re: Unaudited Financial Inforamtion
23.1 Consent of Ernst & Young LLP, independent
auditors
23.2 Consent of Counsel is contained in Exhibit
5.1 to this Registration Statement
24.1 Power of Attorney is contained on the
signature pages to this Registration
Statement
99.1 1991 Employee Stock Plan, as amended as of
February 9, 1995
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of South San Francisco,
State of California, on June 15, 1995.
GENENTECH, INC.
By:/s/ Louis J. Lavigne, Jr.
----------------------------------
Louis J. Lavigne, Jr.
Senior Vice President and Chief
Financial Officer (Principal
Financial Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John P. McLaughlin and Louis J. Lavigne,
Jr. and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and, to
the extent permitted by the rules and regulations of the Securities and Exchange
Commission, any future Registration Statements to register additional
securities relating to the same employee benefit plan, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Robert A. Swanson Chairman of the Board June 13, 1995
---------------------- and Director
Robert A. Swanson
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ G. Kirk Raab President, Chief Executive June 12, 1995
---------------------- Officer and Director
G. Kirk Raab (Principal Executive
Officer)
/s/Bradford S. Goodwin Vice President and
---------------------- Controller (Principal June 12, 1995
Bradford S. Goodwin Accounting Officer)
/s/ Herbert W. Boyer Director June 12, 1995
----------------------
Herbert W. Boyer
/s/Jurgen Drews Director June 12, 1995
----------------------
Jurgen Drews
/s/Armin M. Kessler Director June 13, 1995
----------------------
Armin M. Kessler
/s/Linda F. Levinson Director June 12, 1995
----------------------
Linda F. Levinson
/s/ J. Richard Munro Director June 12, 1995
----------------------
J. Richard Munro
/s/Donald L. Murfin Director June 12, 1995
----------------------
Donald L. Murfin
/s/ John T. Potts, Jr. Director June 15, 1995
----------------------
John T. Potts, Jr.
/s/C. Thomas Smith, Jr. Director June 12, 1995
----------------------
C. Thomas Smith, Jr.
/s/David S. Tappan, Jr. Director June 12, 1995
----------------------
David S. Tappan, Jr.
</TABLE>
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EXHIBIT INDEX
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EXHIBIT
NUMBER PAGE
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5.1 Opinion of Counsel
15.1 Letter re: Unaudited Financial Information
23.1 Consent of Ernst & Young LLP, independent
auditors
23.2 Consent of Counsel is contained in Exhibit
5.1 to this Registration Statement
24.1 Power of Attorney is contained on the
signature pages to this Registration
Statement
99.1 1991 Employee Stock Plan, as amended as of
February 9, 1995
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[LETTERHEAD OF GENENTECH, INC.]
June 15, 1995
Genentech, Inc.
460 Point San Bruno Boulevard
South San Francisco, California 94080
Ladies and Gentlemen:
I am General Counsel of Genentech, Inc. (the "Company") and am
rendering this opinion in connection with the filing by the Company of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 900,000 shares
of the Company's Redeemable Common Stock, $.02 par value ("Redeemable Common
Stock"), and the 900,000 shares of Common Stock, par value $0.02 per share, into
which such shares of Redeemable Common Stock will automatically convert after
June 30, 1995 (together with the shares of Redeemable Common Stock, the
"Shares"), pursuant to the Company's 1991 Employee Stock Plan, as amended (the
"Plan").
In connection with this opinion, I have examined the Registration
Statement and related Prospectus, the Company's Certificate of Incorporation and
By-laws, as amended, and such other documents, records, certificates, memoranda
and other instruments as in my judgment are necessary as a basis for this
opinion.
On the basis of the foregoing, and in reliance thereon, I am of the
opinion that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
By:/s/Stephen G. Juelsgaard
-----------------------
Stephen G. Juelsgaard
Vice President and
General Counsel
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Exhibit 15.1
[LETTERHEAD OF ERNST & YOUNG, LLP]
June 15, 1995
The Board of Directors and Stockholders
Genentech, Inc.
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of Genentech, Inc. for the registration of 900,000 shares of its
Redeemable Common Stock of our report dated April 10, 1995 relating to the
unaudited condensed consolidated interim financial statements of Genentech,
Inc. which are included in its Form 10-Q for the quarter ended March 31, 1995.
Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a
part of the registration statement prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
Very truly yours,
ERNST & YOUNG LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1991 Employee Stock Plan, as amended, of Genentech,
Inc. for the registration of 900,000 shares of Redeemable Common Stock and to
the incorporation by reference therein of our report dated January 17, 1995,
with respect to the consolidated financial statements of Genentech, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1994, and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Jose, California
June 15, 1995
<PAGE> 1
Amendment to 1991 Employee Stock Plan
The Genentech, Inc. 1991 Employee Stock Plan is hereby amended as
follows:
1. The first sentence of Section 7 of the Plan is hereby deleted and
replaced with the following sentence: "No more than three million, eight hundred
thousand (3,800,000) Shares may be sold pursuant to Rights granted under the
Plan."
Dated: February 9, 1995
<PAGE> 2
GENENTECH, INC.
1991 Employee Stock Plan
1. Purpose
The purpose of this 1991 Employee Stock Plan (the "Plan") is to
provide employees of Genentech, Inc. (the "Company"), and its U.S.
subsidiaries designated by the Company's Board of Directors, who wish to become
stockholders of the Company an opportunity to purchase Redeemable Common Stock
of the Company (the "Shares"). The Plan is intended to qualify as an "employee
stock purchase plan" within the meaning of Section 423 of the Internal Revenue
Code of 1986, as amended (the "Code").
2. Eligible Employees
Subject to the provisions of Sections 7, 8 and 9 below, any
individual who is in the full-time employment of the Company on the day on which
a Grant Date (as defined in Section 3 below) occurs is eligible to participate
in an offering of Shares made by the Company hereunder. In addition, the Board
of Directors may at any time designate one or more of the Company's U.S.
subsidiary corporations (as defined in Section 425(f) of the Code) to be
included in an offering of Shares under the Plan. Full-time employment shall
mean employment by the Company or its designated U.S. subsidiary for:
(a) 20 hours or more per week; and
(b) more than five months in the calendar year.
3. Grant Dates
From time to time, the Board of Directors may fix a date (a "Grant
Date") or a series of dates (each of which is a "Grant Date") on which the
Company will grant rights to purchase Shares ("Rights") to employees eligible
to participate.
4. Prices
The purchase price per Share for Shares covered by a grant of Rights
hereunder shall be determined by the Board of Directors, but in no event shall
be less than the lesser of:
(a) eighty-five percent (85%) of the fair market value of a Share on
the Grant Date on which such Right was granted; or
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(b) eighty-five percent (85%) of the fair market value of a Share on
the date such Right is exercised as to that Share.
5. Exercise of Rights and Method of Payment
(a) Rights granted under the Plan will be exercisable on specific
dates as determined by the Board of Directors.
(b) The method of payment for Shares purchased upon exercise of Rights
granted hereunder shall be through regular payroll deductions or by lump sum
cash payment, or both, as determined by the Board of Directors. No interest
shall be paid upon payroll deductions or other payments in exercise of Rights
unless specifically provided for by the Board of Directors.
6. Terms of Rights
Rights granted hereunder shall be exercisable during a twenty-seven
(27) month period or such shorter period as determined by the Board of
Directors. All Rights granted to an employee shall terminate upon termination of
full-time employment of the employee. Any payments received by the Company from
a participating employee with respect to a Right granted hereunder and not
utilized for the purchase of Shares upon exercise of such Right shall be
promptly returned to such employee by the Company after termination of such
Right, except that amounts that were not so utilized because such amounts were
insufficient to purchase a whole Share may be applied toward the purchase of
Shares pursuant to a Right subsequently granted hereunder, if any.
7. Shares Subject to the Plan
No more than two million nine hundred thousand (2,900,000) Shares may
be sold pursuant to Rights granted under the Plan. Appropriate adjustments in
the above figure, in the number of Shares covered by outstanding Rights granted
hereunder, in the exercise price of the Rights and in the maximum number of
Shares which an employee may purchase (pursuant to Section 9 below) shall be
made to give effect to any mergers, consolidations, reorganizations,
recapitalizations, stock splits, stock dividends or other relevant changes in
the capitalization of the Company occurring after the effective date of the
Plan, provide that no fractional Shares shall be subject to a Right and each
Right shall be adjusted downward to the nearest full Share. Any agreement of
merger or consolidation will include provisions for protection of the then
existing
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Rights of participating employees under the Plan. Either authorized and
unissued Shares or issued Shares heretofore or hereafter reacquired by the
Company may be made subject to Rights under the Plan. If for any reason any
Right under the Plan terminates in whole or in part, Shares subject to such
terminated Right may again be subject to a Right under the Plan.
8. Limitations on Grants
Anything to the contrary notwithstanding, pursuant to Section 423 of
the Code:
(a) No employee shall be granted a Right hereunder if such employee,
immediately after the Right is granted, owns stock possessing five percent (5%)
or more of the total combined voting power or value of all classes of stock of
the Company, its parent corporation (as defined in Section 425(c) of the Code)
or any subsidiary corporation, in each case computed in accordance with
Section 423(b)(3) of the Code.
(b) No employee shall be granted a Right which permits his Rights to
purchase Shares under all employee stock purchase plans of the Company and its
subsidiaries to accrue at a rate which exceeds twenty-five thousand dollars
($25,000) (or such other maximum as may be prescribed from time to time by the
Code) of fair market value of such Shares (determined at the time such Right is
granted) for each calendar year in which such Right is outstanding at any time,
all in accordance with the provisions of Section 423(b)(8) of the Code.
9. Limits on Participation
(a) Participation shall be limited to eligible employees who enroll
under the Plan.
(b) No Right granted to any participating employee shall cover more
than twelve thousand (12,000) Shares.
(c) No more than One Hundred Eighty Thousand (180,000) Shares may be
purchased during any calendar quarter upon the exercise of Rights granted under
the Plan; provided, however, that for those calendar quarters in which the
Company pays regular annual bonuses to eligible employees, the maximum aggregate
numbers of Shares which may be purchased upon the exercise of Rights shall be
Two Hundred Thousand (200,000) Shares. If the aggregate purchases of Shares upon
exercises of Rights granted under the Plan would exceed the applicable maximum
number for a particular calendar quarter, the maximum permitted number of Shares
shall be allocated to the exercising
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<PAGE> 5
participants in proportion to the number of Shares they would otherwise purchase
during such calendar quarter.
10. Employee's Rights as Stockholder
No participating employee shall have any Rights as a stockholder in
the Shares covered by a Right granted hereunder until such Right has been
exercised, full payment has been made for the corresponding Shares and the
purchase has been entered in the records of the Transfer Agent for the Shares.
11. Rights Not Transferable
Rights under the Plan are not assignable or transferable by a
participating employee.
12. Amendments or Discontinuance of the Plan
The Board of Directors of the Company shall have the right to amend,
modify or terminate the Plan at any time without notice; provided, however,
that the then existing Rights of all participating employees shall not be
adversely affected thereby, except that in the case of a participating employee
of a foreign branch of the Company or a designated U.S. subsidiary corporation
the Plan may be varied to conform with local laws, and provided further that,
subject to the provisions of Section 7 above, no such amendment to the Plan
shall, without the approval of the stockholders of the Company:
(a) Increase the total number of Shares which may be offered under the
Plan;
(b) Amend the Plan in any manner which would render Rights granted
hereunder unqualified for special tax treatment under Section 421 of the Code.
13. Effective Date and Approvals
The Plan shall become effective as of January 1, 1991. The Company's
obligation to offer, sell or deliver its Shares under the Plan is subject to the
approval of the Company's stockholders and any governmental approval required
in connection with the authorized issuance or sale of such Shares and is further
subject to the determination by the Company that all applicable securities laws
have been complied with.
14. Administration of the Plan
The Board of Directors or any committee or person(s) to whom it
delegates its authority (the "Administrator") shall
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administer, interpret and apply all provisions of the Plan. The Administrator
may waive such provisions of the Plan as it deems necessary to meet special
circumstances not anticipated or covered expressly by the Plan. Nothing
contained in this Section shall be deemed to authorize the Administrator to
alter or administer the provisions of the Plan in a manner inconsistent with
the provisions of Section 423 of the Code.
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