SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 1999
GENENTECH, INC.
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(Exact name of registrant as specified in it charter)
Delaware 1-9813 94-2347624
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1 DNA Way
South San Francisco, California 94080
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(Address or principal executive offices)
(650) 225-1000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Genentech, Inc. (the "Company") is hereby filing three press releases issued on
June 2, 1999, June 14, 1999 and June 14, 1999, respectively, in connection with
the redemption of the Company's Callable Putable Common Stock $.02 par value and
the proposed offering of shares of the Company's Common Stock $.02 par value by
Roche Holdings, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1: Press Release dated June 2, 1999
Exhibit 99.2: Press Release dated June 14, 1999
Exhibit 99.3: Press Release dated June 14, 1999
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENENTECH, INC.
Registrant
By: /s/ Louis J. Lavigne, Jr.
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Louis J. Lavigne, Jr.
Executive Vice President and
Chief Financial Officer
Date: June 28, 1999
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Exhibit 99.1
Genentech to Remain Independent Company, Roche Intends to Exercise Its Call
Option and Publicly Reissue Genentech Shares
SOUTH SAN FRANCISCO, Calif. -- June 2, 1999 -- Genentech, Inc. (NYSE: GNE) today
announced that it has been informed that Roche intends to exercise its call
option. Upon exercise of the call, Genentech will redeem all of its outstanding
shares not owned by Roche. This redemption will be based on the terms of an
agreement it reached with the company in 1990 and renegotiated in 1995. In
addition, after the redemption is completed, Roche intends to publicly sell up
to 19 percent of Genentech shares and continue Genentech as a publicly traded,
independent entity.
"We are extremely pleased with plans to sell publicly a portion of Genentech's
stock, which will allow us to continue our work as an independent company," said
Arthur D. Levinson, Ph.D., Genentech's president and chief executive officer.
"This new arrangement with Roche, which is consistent with our stated desire to
remain independent, will allow us to continue to implement our strategic plan
focused on bringing important new products to patients and increased value to
shareholders."
Roche will complete the redemption of all outstanding Genentech shares pursuant
to the option agreement approved by the Genentech shareholders in 1995. Roche
expects that a registration statement relating to the public offering will be
filed in mid-June. The public offering will be made only by means of a
prospectus. After the public offering, Roche will remain the majority
shareholder of Genentech, and no future put or call agreements are anticipated.
Upon receiving the official call notice from Roche, Genentech will redeem its
shares of Callable Putable Common Stock. Genentech will send a redemption notice
to each shareholder informing them of the process to redeem Genentech shares for
$82.50 each. Genentech will appoint a depository that will receive the funds
from Roche to pay each shareholder.
Genentech, Inc. is a leading biotechnology company that discovers, develops,
manufacturers and markets human pharmaceuticals for significant unmet medical
needs. Twelve of the currently marketed biotechnology products stem from
Genentech science, seven of which Genentech markets directly in the United
States. The company has headquarters in South San Francisco, California, and is
traded on the New York Stock Exchange and the Pacific Exchange under the symbol
GNE.
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Exhibit 99.2
Roche Exercises Option to Redeem Genentech Shares
- -- Genentech to Remain Independent with Upcoming Public Reissue of Shares --
SOUTH SAN FRANCISCO, Calif. -- June 14, 1999 -- Genentech, Inc. today announced
Roche has formally exercised its option to cause Genentech to redeem all of its
outstanding special common shares not owned by Roche. The redemption date is
June 30, 1999. On June 2, 1999, Genentech and Roche had previously announced
Roche's intention to exercise its call option and publicly reoffer a portion of
Genentech's shares.
The redemption is being made pursuant to an agreement approved by the Genentech
shareholders in 1995. Genentech expects to send a redemption notice to each
shareholder of record on June 16, 1999 informing them of the process to redeem
shares of Genentech's Callable Putable Common Stock for $82.50 per share in
cash. Genentech has appointed Chase Manhattan as the depository bank that will
make payments to shareholders with respect to the redemption. Payment will not
be made until after June 30, 1999. Notice and funding of the redemption is
expected to occur on June 16, 1999, and trading in Genentech's stock is expected
to end at the close of business on that day. Genentech's stock transfer records
are expected to close on that day as well.
After the redemption is completed, Roche intends to publicly offer up to 19
percent of Genentech's shares as soon as practicable and continue Genentech as a
publicly traded entity with independent directors. These shares will not be
subject to any put or call agreements. The public offering will be made only by
means of a prospectus.
Genentech, Inc. is a leading biotechnology company that discovers, develops,
manufacturers and markets human pharmaceuticals for significant unmet medical
needs. Twelve of the approved products of biotechnology stem from Genentech
science, seven of which Genentech markets directly in the United States. The
company has headquarters in South San Francisco, California.
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Exhibit 99.3
SEC Registration Filed for Genentech Public Offering
SOUTH SAN FRANCISCO, Calif. -- June 14, 1999 -- Genentech, Inc. today announced
that it has filed with the Securities and Exchange Commission a registration
statement relating to a proposed public offering of Genentech shares owned by
Roche Holdings, Inc.
Roche expects to publicly sell up to 19 percent of the outstanding Genentech
shares in the offering, which follows the redemption of the special common
shares previously announced by Genentech.
The registration statement has not yet become effective, and a written
prospectus for the public offering is not yet available. The public offering
will be made only by means of a prospectus. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This announcement does not constitute an offer to sell or the
solicitation of an offer to buy. There shall not be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration of qualification under the securities laws of any such state.
J.P. Morgan Securities Inc. is acting as lead manager for the offering. Goldman,
Sachs & Co., Merrill Lynch & Co., Warburg Dillon Read LLC and BancBoston
Robertson Stephens are co-managers.
Genentech, Inc. is a leading biotechnology company that discovers, develops,
manufacturers and markets human pharmaceuticals for significant unmet medical
needs. Twelve of the approved products of biotechnology stem from Genentech
science, seven of which Genentech markets directly in the United States. The
company has headquarters in South San Francisco, California.
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