Current Report Filing (8-k)
April 08 2015 - 3:51PM
Edgar (US Regulatory)
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): March 23, 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 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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601 Union Street, Suite 4900,
Seattle, Washington |
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98101 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants 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)) |
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).
As previously disclosed in the Companys periodic and annual reports filed with the Securities and Exchange Commission (the
SEC) pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), the SEC has been conducting a formal investigation of the Company, which the Company believed related to some of the same issues raised in
certain prior securities and derivative actions involving the Company previously disclosed in the Companys Exchange Act reports. On March 23, 2015, the Company received written notice from the SEC indicating that the SEC had concluded its
investigation of the Company and that the SEC did not intend to recommend an enforcement action by the SEC.
Cautionary Statements Regarding the
Chapter 11 Cases
The Companys securityholders are cautioned that trading in the Companys securities during the
pendency of the Chapter 11 Cases will be highly speculative and will pose substantial risks. Trading prices for the Companys securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Companys
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 Companys 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.
The proposed plan of liquidation filed by the Debtors with the Bankruptcy Court on March 10, 2015 contemplates that the holders of the
Companys capital stock will receive 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 Companys 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.
Cautionary Statement Regarding Forward-Looking Statements
Certain information in this Current Report on Form 8-K (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, including 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 Companys liquidity or results of
operations, changes in the Companys ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to the Companys wind-down of its affairs, the outcome or timing of the Chapter 11 process,
the effect of the Chapter 11 Cases or the recently completed asset sale transaction on the Companys relationships with third parties, regulatory authorities and employees in connection with the Companys wind-down of its affairs,
proceedings that may be brought by third parties in connection with the Chapter 11 process, the ability of the Company to fund the wind-down of its affairs and the timing or amount of any distributions to the Companys 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
Managements Discussion and Analysis of Financial Condition and Results of Operations in
the Companys 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.
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 Companys 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 Courts web site is not part of this
Current Report.
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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: April 8, 2015 |
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By: |
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/s/ Robert L. Crotty |
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Name: Robert L. Crotty |
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Title: President, General Counsel and Secretary |