UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
Mark One
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
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or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
TO
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Commission File Number: 000-30681
DENDREON CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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22-3203193
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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3005 FIRST AVENUE, SEATTLE, WASHINGTON 98121
(Address of principal executive offices, including zip code)
(206) 256-4545
(Registrant’s telephone number, including area code)
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.
x
Yes
¨
No
The number of shares of the registrant’s common stock, $.001 par value, outstanding as of October 31, 2002
was 26,368,964.
DENDREON CORPORATION
INDEX
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PAGE NO.
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PART I. FINANCIAL INFORMATION
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Item 1. Financial
Statements
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a)
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Condensed Balance Sheets as of September 30, 2002 (unaudited) and December 31, 2001
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2
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b)
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Condensed Statements of Operations for the Three Months and Nine Months Ended September 30, 2002 and 2001 (unaudited)
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3
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c)
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Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001 (unaudited)
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4
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d)
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Notes to Condensed Financial Statements
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5
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Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
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6
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Item 3. Qualitative and Quantitative
Disclosures About Market Risk
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16
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Item 4. Controls and
Procedures
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17
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PART II. OTHER INFORMATION
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Item 2. Changes in Securities and Use
of Proceeds
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17
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Item 6. Exhibits and Reports on Form
8-K
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18
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SIGNATURES
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19
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CERTIFICATIONS
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20
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EXHIBIT INDEX
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22
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Note: This 10-Q/A is being filed solely for the purpose of amending Part II, Item 2 to include information previously disclosed in Part I, Item 2.
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ITEM 4. CONTROLS AND PROCEDURES
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(a)
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Within the 90-day period prior to the filing date of this report, the Company carried out an evaluation, under the supervision and with the participation of the
Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-14 of the
Securities Exchange Act of 1934 (the “Exchange Act”). Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company required to be included in the Company’s Exchange Act filings.
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(b)
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There have been no significant changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent
to the date the Company carried out its evaluation.
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PART II—OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Pursuant to the Equity Investment Agreement entered into in July 2002 between Genentech, Inc. and us, Genentech purchased $2,000,000 of
our common stock on August 15, 2002. The purchase price for the shares was the average closing price for a share of our common stock as reported on the Nasdaq National Market for the thirty (30) working days prior to and including August 14, 2002,
or $1.97 per share.
In August 2002, the Company entered into a six-month agreement with Shoreline Pacific, LLC,
for financial advisory and consulting on potential financing and strategic opportunities. The Company agreed to pay Shoreline a fee of a total of 60,000 warrants to purchase the Company’s Common Stock for the services. Pursuant to the
agreement, warrants were issued by the Company to Shoreline in August 2002 to purchase 30,000 shares of the Company’s Common Stock at an exercise price of $2.50 per share. The warrants expire in August 2007. The remaining warrants will be
issued in June 2003.
The parties intended the above private placements to be exempt from registration and
prospectus delivery requirements under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act. The investors represented that they were accredited investors and that it was their intention to acquire the
securities for investment only and not with a view to distribution thereof. An appropriate legend was affixed to each Common Stock certificate and warrant. The investors were knowledgeable, sophisticated and experienced in making investment
decisions of this kind and received adequate information about Dendreon Corporation or had adequate access, through their business relationships with Dendreon, to information about Dendreon.
On September 18, 2002, our Board of Directors approved the adoption of a Preferred Share Purchase Rights Plan, commonly referred to as a poison pill. Terms of the plan
provide for a dividend distribution of one preferred share purchase right, or a Right, for each outstanding share of our common stock. The dividend was payable on October 2, 2002 to the stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Preferred Stock, par value $.001 per share (the “Preferred Shares”), at a price of $45.00 per one one-hundredth of a Preferred Share, subject to
adjustment. Each one one-hundredth of a share of Preferred Shares had designations and powers, preferences and rights, and the qualifications, limitations and restrictions which make its value approximately equal to the value of a share of our
common stock. The description and terms of the Rights are set forth in a Rights Agreement, dated as of September 18, 2002 entered into between the Company and Mellon Investor Services, LLC, as rights agent. Initially, the Rights will be evidenced by
the stock certificates representing our common stock then outstanding, and no separate Rights Certificates, as defined in the Rights Agreement, will be distributed. The Rights are not exercisable until a distribution date, as described in the Rights
Agreement, and will expire on September 17, 2012, unless they are earlier redeemed or exchanged by the Company.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
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Exhibit Number
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Description
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3.1
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Amended and Restated Certificate of Incorporation (1)
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3.2
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Bylaws (2)
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3.3
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Certificate of Designation of Series A Junior Participating Preferred Stock (4)
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4.1
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Specimen Common Stock certificate (2)
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4.2
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Registration Rights Agreement dated as of June 11, 2002, between the Company and BNY Capital Markets, Inc.
(3)
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4.4
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Rights Agreement between Dendreon Corporation and Mellon Investor Services, as Rights Agent, dated as of September 18,
2002 (4)
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+10.1*
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Collaborative Development and Marketing Agreement between the Company and Genentech, Inc. dated August 1,
2002
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10.2*
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Equity Investment Agreement between the Company and Genentech, Inc. dated July 31, 2002
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99.1
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Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of
2002
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+
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Confidential treatment has been requested with respect to certain portions of this exhibit.
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(1)
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Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, File No. 000-30681.
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(2)
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Filed as an exhibit to Registration Statement on Form S-1, File No. 333-31920.
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(3)
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Filed as an exhibit to the Company’s current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2002, File No. 000-30681.
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(4)
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Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 25, 2002, File No.
000-30681.
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(b) Reports on Form 8-K.
The Company filed a Current Report on Form 8-K on August 16, 2002, announcing that it had received payment of a licensing fee and payment for an investment in the
Company’s common stock from Genentech, Inc. pursuant to the Company’s agreements with Genentech.
The
Company filed a Current Report on Form 8-K on September 25, 2002, announcing that its Board of Directors had approved the adoption of a Share Purchase Rights Plan and summarizing the terms of such plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated this 26
th
day of November, 2002
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DENDREON CORPORATION
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By:
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/
S
/ M
ARTIN
A. S
IMONETTI
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Martin A. Simonetti
Senior Vice President, Finance
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer and Duly Authorized
Officer)
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19
CERTIFICATION
I, Christopher S. Henney, certify that:
1. I have reviewed this quarterly report on Form
10-Q/A of Dendreon Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the
“Evaluation Date”
); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the
registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other
certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 26, 2002
/s/ Christopher S. Henney, Ph.D., D.Sc.
Christopher S. Henney, Ph.D., D. Sc.
Chairman of the Board
Chief Executive Officer
20
CERTIFICATION
I, Martin A. Simonetti, certify that:
1. I have reviewed this quarterly report on Form
10-Q/A of Dendreon Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the
“Evaluation Date”
); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the
registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other
certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 26, 2002
/s/ Martin A. Simonetti
Martin A. Simonetti
Senior Vice President, Finance
Chief Financial Officer and
Treasurer
21
EXHIBIT INDEX
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Exhibit Number
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Description
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3.1
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Amended and Restated Certificate of Incorporation (1)
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3.2
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Bylaws (2)
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3.3
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Certificate of Designation of Series A Junior Participating Preferred Stock (4)
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4.1
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Specimen Common Stock certificate (2)
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4.2
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Registration Rights Agreement dated as of June 11, 2002, between the Company and BNY Capital Markets, Inc.
(3)
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4.4
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Rights Agreement between Dendreon Corporation and Mellon Investor Services, as Rights Agent, dated as of September 18,
2002 (4)
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+10.1*
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Collaborative Development and Marketing Agreement between the Company and Genentech, Inc. dated August 1,
2002
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10.2*
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Equity Investment Agreement between the Company and Genentech, Inc. dated July 31, 2002
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99.1
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Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of
2002
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+
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Confidential treatment has been requested with respect to certain portions of this exhibit.
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(1)
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Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, File No. 000-30681.
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(2)
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Filed as an exhibit to Registration Statement on Form S-1, File No. 333-31920.
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(3)
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Filed as an exhibit to the Company’s current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2002, File No. 000-30681.
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(4)
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Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 25, 2002, File No.
000-30681.
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(b) Reports on Form 8-K.
The Company filed a Current Report on Form 8-K on August 16, 2002, announcing that it had received payment of a licensing fee and payment for an investment in the
Company’s common stock from Genentech, Inc. pursuant to the Company’s agreements with Genentech.
The
Company filed a Current Report on Form 8-K on September 25, 2002, announcing that its Board of Directors had approved the adoption of a Share Purchase Rights Plan and summarizing the terms of such plan.
22