UNITED STATES
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): January 27, 2015
Dendreon Corporation
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware |
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001-35546 |
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22-3203193 |
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of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 1301 2nd Avenue, Seattle, Washington |
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98101 |
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(Zip Code) |
Registrant’s telephone number, including area code: (206) 256-4545
Not applicable.
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. |
Regulation FD Disclosure. |
As previously announced, on November 10, 2014, Dendreon
Corporation (the “Company”) and its wholly owned subsidiaries, Dendreon Holdings, LLC, Dendreon Distribution, LLC and Dendreon Manufacturing, LLC (collectively, together with the Company, the “Debtors”) filed voluntary petitions
for relief (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
On November 9, 2014, as previously disclosed, the Debtors and (i) certain holders representing approximately 47.8% and
(ii) certain other holders representing approximately 35.9% (collectively, the “Supporting Noteholders”) of the outstanding principal amount of the Company’s 2.875% Convertible Senior Notes due 2016 (the “2016 Notes”)
entered into two separate Plan Support Agreements (as amended and restated, the “PSAs”). Under the terms of the PSAs, the parties agreed to work to effectuate a restructuring of the Debtors’ obligations pursuant to a stand-alone plan
of reorganization in Chapter 11 under which holders of the 2016 Notes would receive new shares of common stock in the reorganized Company (the “Reorganized Company”), subject to the outcome of the competitive process contemplated in the
PSAs (the “Competitive Process”). On December 17, 2014, the Bankruptcy Court entered an order (the “Bidding Procedures Order”) that, among other matters, established the bidding procedures (the “Bidding
Procedures”) proposed to be employed with respect to the Competitive Process and established the deadline for submitting Qualified Bids (as defined in the Bidding Procedures).
On January 27, 2015, the Debtors announced that they would be extending the bid deadline set forth in the Bidding Procedures Order from
January 27, 2015 at 5:00 p.m. (prevailing Eastern Time) to January 29, 2015 at 5:00 p.m. (prevailing Eastern Time) to continue discussions with potential bidders.
Cautionary Statements Regarding the Chapter 11 Cases
The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Chapter 11 Cases will
be highly speculative and will pose substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 Cases. Accordingly, the
Company urges extreme caution with respect to existing and future investments in its securities. The Bankruptcy Court has entered an order that places limitations on trading in the Company’s common stock, including options and certain other
rights to acquire common stock, and certain instruments convertible into common stock, during the pendency of the bankruptcy proceedings.
A plan of reorganization or liquidation will likely result in holders of the Company’s capital stock receiving no distribution on account
of their interests and cancellation of their existing stock. If certain requirements of the Bankruptcy Code are met, a Chapter 11 plan can be confirmed notwithstanding its rejection by the Company’s equity securityholders and notwithstanding
the fact that such equity securityholders do not receive or retain any property on account of their equity interests under the plan. The stand-alone plan of reorganization provided for under the Amended and Restated Plan Support Agreements entered
into by the Debtors and certain holders of the Company’s 2.875% Convertible Senior Notes due 2016 contemplates no recovery for the Company’s equity securityholders.
Cautionary Statement Regarding Forward-Looking Statements
Certain information in this Current Report may constitute forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements contained in this Current Report that are not statements of historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Current Report
should be considered forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,”
“will,” “would,” “could,” “should,” “target” and similar expressions are often used to identify forward-looking statements. Actual results or events could differ materially from those indicated in
forward-looking statements as a result of risks and uncertainties, including, among others, the potential adverse impact of the Chapter 11 Cases on the Company’s liquidity or results of operations, changes in
the Company’s ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to the Company’s operations, the outcome or timing of the
Chapter 11 process and the proposed stand-alone restructuring, asset sale or plan sale (including the occurrence or likelihood of qualified bids or an auction), the effect of the Chapter 11 Cases or proposed stand-alone restructuring, asset sale or
plan sale on the Company’s relationships with third parties, regulatory authorities and employees, proceedings that may be brought by third parties in connection with the Chapter 11 process or the proposed stand-alone restructuring, asset sale
or plan sale, Bankruptcy Court approval or other conditions or termination events in connection with the proposed stand-alone restructuring, asset sale or plan sale, and the timing or amount of any distributions to the Company’s stakeholders.
For a discussion of some of the additional risks and important factors that the Company believes could cause actual results or events to differ from the forward-looking statements that it makes, see the sections entitled “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. In addition, new risks and uncertainties emerge
from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results or events to differ from those contained in any forward-looking statements. Accordingly, you should not place
undue reliance on any forward-looking statements contained in this Current Report. Any forward-looking statements speak only as of the date of this Current Report. The Company undertakes no obligation to publicly update forward-looking statements,
whether as a result of new information, future events or otherwise.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report is being furnished for
informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this Current Report will not be deemed an admission as to the materiality of any information required to be disclosed solely by
Regulation FD.
Additional Information Regarding the Chapter 11 Cases
Information about the Chapter 11 process, as well as court filings and other documents related to the reorganization proceedings, is available
through the Company’s claims agent, Prime Clerk, at https://cases.primeclerk.com/dendreon or 844-794-3479. Information contained on, or that can be accessed through, such web site or the Bankruptcy Court’s web site is not part of this
Current Report.
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
hereunto duly authorized.
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DENDREON CORPORATION |
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| Date: January 27, 2015 |
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By: |
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/s/ Robert L. Crotty |
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Name: |
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Robert L. Crotty |
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Title: |
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Executive Vice President, General Counsel
and Secretary |