SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
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<S> <C>
[ ] Preliminary information statement [ ] Confidential, for use of the Commission
only (as permitted by Rule 14c-5(d)(2))
[x] Definitive information statement
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GENENTECH, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14-c5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, $.02 Par Value
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(2) Aggregate number of securities to which transaction applies: N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): N/A
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(4) Proposed maximum aggregate value of transaction: N/A
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(5) Total fee paid: N/A
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid: N/A
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(2) Form, Schedule or Registration Statement No.: Schedule 14C
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(3) Filing Party: Genentech, Inc.
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(4) Date Filed: March 14, 2000
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GENENTECH, INC.
1 DNA Way
South San Francisco, California 94080-4990
650-225-1000
March 14, 2000
INFORMATION STATEMENT
This Information Statement is being mailed to the stockholders of
Genentech, Inc. (the "Company") commencing on or about March 14, 2000, in
connection with the previously approved amendment of the Bylaws of the Company
(the "Bylaws"), described below, by action by written consent of Roche Holdings
Inc. as the holder of more than 60% of the outstanding Common Stock, par value
$0.02 per share (the "Common Stock"), of the Company (the "Bylaw Amendment").
All necessary corporate approvals in connection with the Bylaw Amendment have
been obtained, and this Information Statement is furnished solely for the
purpose of informing stockholders, in the manner required under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), of these corporate
actions before they take effect. The record date for determining stockholders
entitled to receive this Information Statement has been established as the
close of business on March 10, 2000. The Bylaw Amendment has been approved and
will take effect on April 3, 2000 without further action.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
On March 10, 2000, Roche Holdings, Inc. ("Roche"), as the holder of
170,597,176 shares of Common Stock), representing approximately 65.6% of the
260,051,435 shares of Common Stock outstanding, consented in writing without a
meeting to the Bylaw Amendment. As a result, the Bylaw Amendment was approved
as required by law and the Amended and Restated Certificate of Incorporation of
the Company and no further vote or other corporate action is required in
connection with the Bylaw Amendment. Stockholders will not, under Delaware law,
have any right to dissent with respect to the Bylaw Amendment.
The Bylaw Amendment amends the Bylaws by adding, at the end of Section
3.03(a) of the Bylaws, the following:
"Notwithstanding any other provision of these Bylaws, and without limiting
the Corporation's obligations pursuant to Section 4.04(g) of the
Affiliation Agreement between the Corporation
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and Roche Holdings, Inc. dated as of July 22, 1999, as amended as of
October 22, 1999 (as so amended and as hereafter amended by the
Corporation and Roche, the "Affiliation Agreement"), (a) Parent's Voting
Interest, (b) the ownership of Roche and/or its affiliates and (c) Roche's
total voting power for purposes of Section 3.04(d)(i)(A) and (B) shall at
all times be calculated for purposes of these Bylaws as if the Corporation
had, as of the time of such calculation, purchased all shares that would,
as of such time, have been required to be purchased by the Corporation
pursuant to Section 4.04(g) of the Affiliation Agreement (determined
without regard to the exception at the end of Section 4.04(g)(2) of the
Affiliation Agreement)."
The Bylaws have been filed as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999 and the Affiliation
Agreement has been filed as Exhibits 10.4 and 10.5 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999.
The purpose and general effect of the Bylaw Amendment is to maintain
certain proportional representation rights of Roche under the Bylaws with
respect to membership on the Board of Directors of the Company and committees
thereof to the extent that the Company does not make repurchases of Common
Stock required by the Affiliation Agreement. The Company and Roche intend to
make similar amendments to the Affiliation Agreement and the Commercialization
Agreement between the Company and F. Hoffman-La Roche Ltd, an affiliate of
Roche (a copy of which was filed as Exhibit 10.6 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1999). Because the Company
is required by the Affiliation Agreement to make such repurchases, the Bylaw
Amendment would not afford representation to Roche beyond the levels which
would be required if such repurchases are made in full.
Roche and the directors and executive officers of the Company who are officers
or directors of Roche or its affiliates may be deemed to have a substantial
interest in the Bylaw Amendment because the Bylaw Amendment was adopted for the
purpose and will have the effect of preserving the intended proportional
representation of Roche on the Company's Board of Directors and committees
thereof to the extent that repurchases of Common Stock are not made in full by
the Company as contemplated by the Affiliation Agreement.
GENENTECH, INC.
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