<PAGE> 1
As filed with the Securities and Exchange Commission on July 17, 1997.
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
GENENTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2347624
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
1 DNA Way
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(415) 225-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
------------------------------------
STEPHEN G. JUELSGAARD
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
GENENTECH, INC.
1 DNA Way
SOUTH SAN FRANCISCO, CALIFORNIA 94080
(415) 225-1000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
Proposed
Maximum Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered per Share(1) Offering Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Callable Putable Common Stock, $.02
par value 700,000 shares $58.34 $40,838,000 $14,083
================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and 457(c) under the Securities Act of 1933
and based upon the average of the high and low prices reported on the New
York Stock Exchange on July 11, 1997.
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Page 1 of 8 Pages
Exhibit Index Located at Page II-5
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
In accordance with General Instruction E to Form S-8, the contents of
the Registrant's Registration Statements on Form S-8, Commission File No.
33-39631, No. 33-60816, No. 33-60277 and No. 33-59949, including exhibits
thereto, are hereby incorporated by reference into this Registration Statement,
except as the same may be modified by the information set forth herein.
Item 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4.1 Amended Certificate of Incorporation of Registrant (1)
5.1 Opinion of Counsel
15.1 Letter from Ernst & Young LLP Regarding Unaudited Interim Financial Information
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page II-3)
99.1 1991 Employee Stock Plan, as amended effective April 10, 1997 (2)
</TABLE>
(1) Filed as an exhibit to Form S-4 dated October 25, 1995 (Registration
Statement No. 33-5994) and incorporated herein by reference.
(2) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the period ended March 31, 1997.
II-2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Genentech, Inc., 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 July 14, 1997.
GENENTECH, INC.
By: /s/ Stephen G. Juelsgaard
-----------------------------------------
Stephen G. Juelsgaard
Vice President, General Counsel
and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Louis J. Lavigne, Jr. and Stephen G.
Juelsgaard, and each of them, as his true and lawful attorneys-in-fact and
agents, 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
to this Registration Statement, 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 substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated, as of July 14, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Principal Executive Officer:
/s/ Arthur D. Levinson President, Chief Executive
- ------------------------------------ Officer and Director
Arthur D. Levinson
Principal Financial Officer:
/s/ Louis J. Lavigne, Jr. Executive Vice President and
- ------------------------------------ Chief Financial Officer
Louis J. Lavigne, Jr.
Principal Accounting Officer:
/s/ Bradford S. Goodwin Vice President, Finance
- ----------------------------------- and Controller
Bradford S. Goodwin
</TABLE>
II
<PAGE> 4
Directors:
/s/ Herbert W. Boyer Director
- -----------------------------------
Herbert W. Boyer
/s/ Jurgen Drews Director
- -----------------------------------
Jurgen Drews
/s/ Franz B. Humer Director
- -----------------------------------
Franz B. Humer
/s/ Linda Fayne Levinson Director
- -----------------------------------
Linda Fayne Levinson
/s/ J. Richard Munro Director
- -----------------------------------
J. Richard Munro
/s/ Donald L. Murfin Director
- -----------------------------------
Donald L. Murfin
/s/ John T. Potts, Jr. Director
- -----------------------------------
John T. Potts, Jr.
/s/ C. Thomas Smith, Jr. Director
- -----------------------------------
C. Thomas Smith, Jr.
/s/ David S. Tappan, Jr. Director
- -----------------------------------
David S. Tappan, Jr.
II-4
<PAGE> 5
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Number Description
----- -----------
<S> <C>
4.1 Amended Certificate of Incorporation of Registrant (1)
5.1 Opinion of Counsel
15.1 Letter from Ernst & Young LLP Regarding Unaudited Interim Financial Information
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page II-3)
99.1 1991 Employee Stock Plan, as amended effective April 10, 1997 (2)
</TABLE>
(1) Filed as an exhibit to Form S-4 dated October 25, 1995 (Registration
Statement No. 33-5994) and incorporated herein by reference.
(2) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the period ended March 31, 1997.
II-5
<PAGE> 1
EXHIBIT 5.1
[GENENTECH, INC. LETTERHEAD]
July 16, 1997
Genentech, Inc.
460 Point San Bruno Boulevard
South San Francisco, CA 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 with respect to the offering and sale of up to 700,000
shares of the Company's Callable Putable Common Stock (the "Special Common
Stock") pursuant to the Company's 1991 Employee Stock Plan, as amended (the
"Plan").
In connection with rendering this opinion, I have examined and relied upon
the Registration Statement and related Prospectus, the Plan described in the
Registration Statement and the documents to be executed pursuant thereto, the
Company's Certificate of Incorporation and Bylaws, as amended, and such records,
documents, certificates, memoranda, and other instruments as in my judgment are
necessary or appropriate to enable me to render the opinion expressed below.
On the basis of the foregoing, and in reliance thereon, I am of the opinion
that the Special Common Stock when sold and issued in accordance with the Plan
and the documents to be executed pursuant thereto, the Registration Statement
and the 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,
/s/ Stephen G. Juelsgaard
-----------------------------
Stephen G. Juelsgaard
Vice President, General Counsel and Secretary
II-6
<PAGE> 1
EXHIBIT 15.1
July 16, 1997
The Board of Directors and Stockholders
Genentech, Inc.
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1991 Employee Stock Plan of Genentech, Inc. of our
report dated April 8, 1997 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, 1997.
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,
/s/ Ernst & Young LLP
--------------------------------
Ernst & Young LLP
II-7
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1991 Employee Stock Plan of Genentech, Inc. of our
report dated January 17, 1997, 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, 1996 and the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
San Jose, California
July 16, 1997
II-8
