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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENENTECH, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-2347624
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1 DNA Way
South San Francisco, CA 94080-4990
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [X] following box. [ ]
Securities Act registration statement file number to which this form relates:
333-80601
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:
(Title of Class)
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None
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Item 1: Description of Registrant's Securities to be Registered
The description under the heading "Description of Capital Stock" relating
to the Registrant's Common Stock, $.02 par value per share (the "Common Stock"),
in the Prospectus included in the Registrant's Amendment No. 3 to the
Registration Statement on Form S-3 (Registration No. 333-80601 ) (the
"Registration Statement on Form S-3") filed with the Securities and Exchange
Commission on July 16 , 1999, and the description under the heading "Description
of Capital Stock" relating to the Common Stock in the Registrant's final
Prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933, as amended, are incorporated herein by
reference.
Item 2: Exhibits
The following exhibits have been filed with the Securities and Exchange
Commission:
1. Form of Common Stock Certificate, incorporated by reference to
Exhibit 4.1 of the Registration Statement on Form S-3.
2. Certificate of Incorporation of the Registrant, incorporated by
reference to Exhibit 3.1 of the Registration Statement on Form S-3.
3. By-laws of the Registrant, incorporated by reference to Exhibit 3.2
of the Registration Statement on Form S-3.
4. Form of Affiliation Agreement between Genentech, Inc. and Roche
Holdings, Inc., incorporated by reference to Exhibit 10.1 of the
Registration Statement on Form S-3.
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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.
By: /s/ Stephen Juelsgaard
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Name: Stephen Juelsgaard
Title: Senior Vice President
& General Counsel
Date: July 16, 1999
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