Genentech, Inc. - Form 10-K/A (Amendment No.1), December 31, 2004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K/A
(Amendment No. 1)

(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, 2004

or

[  ]

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.
(Exact name of registrant as specified in its charter)

A Delaware Corporation
(State or other jurisdiction
of incorporation or organization)

94-2347624
(I.R.S. Employer
Identification Number)
 

1 DNA Way, South San Francisco, California  94080-4990
(Address of principal executive offices and zip code)

(650) 225-1000
(Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock, $0.02 par value

New York Stock Exchange

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. [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of Act).   Yes [x]  No [  ]

The approximate aggregate market value of voting stock held by non-affiliates of the registrant is $26,401,075,180 as of June 30, 2004.(A)

Number of shares of Common Stock outstanding as of February 14, 2005:  1,046,299,857

Documents incorporated by reference:

Definitive Proxy Statement with respect to the 2005 Annual Meeting of Stockholders to be filed by Genentech, Inc. with the Securities and Exchange Commission (hereinafter referred to as "Proxy Statement")


Part III

______________

(A)

Excludes 587,259,934 shares of Common Stock held by directors and executive officers of Genentech and Roche Holdings, Inc.

 

EXPLANATORY NOTE:

We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission on February 28, 2005, for the sole purpose of filing a corrected version of Exhibit 32.1 in order to correct a typographical error. The original Exhibit 32.1, Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, erroneously referred to the "Annual Report of Genentech, Inc. on Form 10-K for the year ended December 31, 2003" instead of December 31, 2004 with respect to the certification of Genentech's then Chief Financial Officer, Louis J. Lavigne, Jr. Mr. Lavigne retired as Chief Financial Officer from Genentech as of March 5, 2005, and David A. Ebersman assumed that office as of such date.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 

     

GENENTECH, INC.
Registrant
     
         
         

Date:

May 16, 2005

  

By:

/s/ JOHN M. WHITING

       

John M. Whiting
       

Vice President, Controller, and
Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature

Title

Date

Principal Executive Officer:

/s/ ARTHUR D. LEVINSON

Chairman and Chief Executive Officer

May 16, 2005

Arthur D. Levinson

Principal Financial Officer:

/s/ DAVID A. EBERSMAN

Senior Vice President and

May 16, 2005

David A. Ebersman

Chief Financial Officer

Principal Accounting Officer:

/s/ JOHN M. WHITING

Vice President, Controller, and

May 16, 2005

John M. Whiting

Chief Accounting Officer

 

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Signature

Title

Date

Directors:

*

Director

May 16, 2005

Herbert W. Boyer

*

Director

May 16, 2005

William M. Burns

*

Director

May 16, 2005

Erich Hunziker

*

Director

May 16, 2005

Jonathan K.C. Knowles

*

Director

May 16, 2005

Mark Richmond

*

Director

May 16, 2005

Charles A. Sanders

 

*  By:

/s/ JOHN M. WHITING

 

John M. Whiting
Attorney-in-fact

 

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EXHIBIT INDEX

Exhibit No.

Description
   

32.1

  

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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