UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number: 1-9813
GENENTECH, INC.
A Delaware Corporation 94-2347624
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1 DNA Way, South San Francisco, California 94080-4990
(Address of principal executive offices and zip code)
(650) 225-1000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which Registered
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Common Stock, $0.02 par value New York Stock Exchange
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The approximate aggregate market value of voting stock held by nonaffiliates
of the registrant is $11,769,690,559 as of December 31, 1999. (A)
Number of shares of Common Stock outstanding as of December 31, 1999:
258,110,279
Documents incorporated by reference:
PARTS INCORPORATED
DOCUMENT BY REFERENCE
(1) Annual Report to stockholders for the year ended II
December 31, 1999 (specified portions)
(2) Definitive Proxy Statement with respect to the 2000 III
Annual Meeting of Stockholders to be filed by Genentech,
Inc. with the Securities and Exchange Commission
(hereinafter referred to as "Proxy Statement")
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(A) Excludes 170,603,286 shares of Common Stock held by Directors, Officers
and stockholders whose ownership exceeds five percent of the Common Stock
outstanding at December 31, 1999 and Roche Holdings, Inc. which was
calculated based on their filings as of December 31, 1999, with the
Securities and Exchange Commission pursuant to Section 13(g) of the
Securities Exchange Act of 1934. As of February 7, 2000, it is
unconfirmed whether any other person or entity holds greater than five
percent of the registrant's Common Stock. Exclusion of shares held by
any person should not be construed to indicate that such person possesses
the power, direct or indirect, to direct or cause the direction of the
management or policies of the registrant, or that such person is
controlled by or under common control with the registrant.
In this Form 10-K, "Genentech," "we," "us" and "our" refer to Genentech,
Inc., "Common Stock" refers to Genentech's Common Stock, par value $0.02
per share, and "Special Common Stock" refers to Genentech's callable
putable Common Stock, par value $0.02 per share. In addition, all
numbers relating to the number of shares and price per share of Common
Stock and Special Common Stock give effect to the two-for-one split of
our Common Stock on November 2, 1999.
GENENTECH, INC.
SIGNATURES
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, thereunto duly authorized.
Date: April 27, 2000 GENENTECH, INC.
/s/LOUIS J. LAVIGNE, JR.
---------------------------------
Louis J. Lavigne, Jr.
Executive Vice President and
Chief Financial Officer
/s/JOHN M. WHITING
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John M. Whiting
Controller and
Chief Accounting Officer
