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): April 20, 2015

 

 

 

Dendreon Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

Delaware		001-35546		22-3203193
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

 

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):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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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 April 20, 2015, the Debtors filed their monthly operating report for the period of March 2015 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1.

Cautionary Statement Regarding the Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope and has been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Report was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The financial statements in the Monthly Operating Report are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures. The Monthly Operating Report also contains information for periods that are shorter or otherwise different from the historical periods required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for a period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Information set forth in the Monthly Operating Report should not be viewed as indicative of future results.

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.

The proposed plan of liquidation filed by the Debtors with the Bankruptcy Court on April 16, 2015 contemplates that the holders of the Company’s 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 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.

Cautionary Statement Regarding Forward-Looking Statements

Certain information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto (collectively, 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,

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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 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 with Valeant Pharmaceuticals International, Inc. and Drone Acquisition Sub on the Company’s relationships with third parties, regulatory authorities and employees in connection with the Company’s 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 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 (including Exhibit 99.1) 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.

Item 9.01.  Financial Statements and Exhibits.

 (d) Exhibits:

 

99.1		Monthly Operating Report, dated April 20, 2015

 

2

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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.

 

 

				DENDREON CORPORATION
Date: April 21, 2015				By:		/s/ Robert L. Crotty
						Name:		Robert L. Crotty
						Title:		President, General Counsel and Secretary

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INDEX TO EXHIBITS

 

Exhibit           No.				Description
99.1				Monthly Operating Report, dated April 20, 2015

Exhibit 99.1

 

THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

 

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -  -		x
		:
In re:		:		Chapter 11
		:
DENDREON CORPORATION, et al.,		:		Case No. 14-12515 (LSS)
		:
Debtors.1		:		Jointly Administered
		:
		:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -		x

NOTICE OF FILING OF DEBTORS’ MONTHLY OPERATING REPORT

FOR THE PERIOD OF MARCH 2015

^{PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession (collectively, the “Debtors”) have filed with the United States Bankruptcy Court for the District of Delaware the Debtors’ Monthly Operating Report for the Period of March 2015,}

 

 

 

 

1

The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Dendreon Corporation (3193), Dendreon Holdings, LLC (8047), Dendreon Distribution, LLC (8598) and Dendreon Manufacturing, LLC (7123). The address of the Debtors’ corporate headquarters is 601 Union Street, Suite 4900, Seattle, Washington 98101.

 

		Docket No. 615 Date Filed: 4/20/15

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attached hereto as Exhibit A (the “Monthly Operating Report”).

 

Dated:		Wilmington, Delaware
		April 20, 2015
						SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
						/s/ Sarah E. Pierce
						Anthony W. Clark (I.D. No. 2051)
						Sarah E. Pierce (I.D. No. 4648)
						One Rodney Square
						P.O. Box 636
						Wilmington, Delaware 19899-0636
						Telephone: (302) 651-3000
						Fax: (302) 651-3001
						- and -
						Kenneth S. Ziman
						Raquelle L. Kaye
						Four Times Square
						New York, New York 10036-6522
						Telephone: (212) 735-3000
						Fax: (212) 735-2000
						- and -
						Felicia Gerber Perlman
						155 N. Wacker Drive
						Chicago, Illinois 60606-1720
						Telephone: (312) 407-0700
						Fax: (312) 407-0411
						Counsel for Debtors and Debtors in Possession

 

2

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EXHIBIT A

MONTHLY OPERATING REPORT

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UNITED STATES BANKRUPTCY COURT

                     DISTRICT OF DELAWARE                    

 

In re     DENDREON CORPORATION, et. al		Case No.     14-12515_(LSS)
		Reporting Period:   March 2015

MONTHLY OPERATING REPORT

File with Court and submit copy to United States Trustee within 20 days after end of month.

Submit copy of report to any official committee appointed in the case.

 

REQUIRED DOCUMENTS		Form No.		Document   Attached		Explanation  Attached		Affidavit/Supplement  Attached
Schedule of Cash Receipts and Disbursements		MOR-1		X
Bank Reconciliation (or copies of debtor’s bank reconciliations)		MOR-1a		X
Schedule of Professional Fees Paid		MOR-1b		X
Copies of bank statements						X
Cash disbursements journals						X
Statement of Operations		MOR-2		X
Balance Sheet		MOR-3		X
Status of Postpetition Taxes		MOR-4				X
Copies of IRS Form 6123 or payment receipt
Copies of tax returns filed during reporting period
Summary of Unpaid Postpetition Debts		MOR-5		X
Listing of aged accounts payable		MOR-5		X
Accounts Receivable Reconciliation and Aging		MOR-6				X
Debtor Questionnaire		MOR-7		X

 

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
Signature of Debtor				Date
Signature of Joint Debtor				Date

/s/ Gregory R. Cox				April 20, 2015
Signature of Authorized Individual*				Date
Gregory R. Cox				Chief Financial Officer
Printed Name of Authorized Individual				Title of Authorized Individual
*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

 

MOR

(04/07)

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NOTES

Notes to the MOR:

This Monthly Operating Report (“MOR”) has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Bankruptcy Case and is in a format acceptable to the U.S. Trustee. The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and is not prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States. Accordingly, this MOR should not be used for investment purposes.

The financial statements presented in MOR-2 and MOR-3 are prepared on a consolidated company basis for the Debtors and non-debtor affiliates.

 

Page 2 of 13

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1. SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
($ 000s)

 

For the period 2/28/15 - 3/27/151		Consolidated								Dendreon     Corporation				Dendreon     Holdings				Dendreon     Distribution				Dendreon     Manufacturing
Beginning Cash Balance2		$	460,666							$	460,445			$	-			$	221			$	-
Total Cash Receipts			28,085								9,401				-				18,684				-
Total Cash Disbursements3			(30,084	)							(11,180	)			-				(18,905	)			-
Intercompany Transfer From / (To) Other Debtors			-								-				-				-				-
Intercompany Transfer From / (To) Non-Debtors			-								-				-				-				-
Net Cash Flow		$	(2,000	)						$	(1,779	)		$	-			$	(221	)		$	-
Ending Cash Balance2		$	458,667							$	458,667			$	-			$	-			$	-

 

Notes:

 

1. 3/27/15 represents last day of Debtors’ March weekly cash forecast

2. Excludes restricted cash accounts

3. Cash Disbursements include payroll that was disbursed by Dendreon Corporation through its centralized cash management system for the benefit of subsidiary debtors. Accordingly, disbursement amounts (for the purposes of calculating US Trustee fees) are as follows:

 

 

 

Page 3 of 13

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1a. BANK RECONCILIATION (OR COPIES OF DEBTORS’ BANK RECONCILIATIONS)

As of 3/31/15

																				Restricted Cash Accounts
Bank		U.S. Bank				U.S. Bank				Morgan Stanley Smith Barney				U.S. Bank1						U.S. Bank
Description		Operating Account				Receipts Account				Investment Account				Payroll Account						Escrow Account
Bank Balance		$	232,750			$	4,956,228			$	450,887,199			$	7,254,422					$	214,617
(+) Deposits in Transit			-				-				-				-						-
(-) Outstanding Checks			(59,988	)			-				-				-						-
Other			-				(4,956,228	)			-				-						-
Book Balance		$	172,762			$	-			$	450,887,199			$	7,254,422					$	214,617

Notes:

 

1. Account opened during postpetition period

 

Page 4 of 13

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1b. SCHEDULE OF PROFESSIONAL FEES PAID

For the period 2/28/15 - 3/27/15

 

Firm		Payment Date		Amount
CENTERVIEW PARTNERS LLC		3/27/15			200,870.20
SULLIVAN & CROMWELL, LLP		3/27/15			154,397.24
EPIQ BANKRUPTCY SOLUTIONS		3/27/15			1,761.00
YOUNG CONAWAY STARGATT & TAYLOR, LLP		3/27/15			33,007.12
Total				$	390,035.56

 

Page 5 of 13

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1c. COPIES OF BANK STATEMENTS

The Debtors’ bank statements are voluminous and not included herein, but copies will be provided upon request

 

Page 6 of 13

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1d. CASH DISBURSEMENTS JOURNALS

The Debtors’ cash disbursement journals are voluminous and not included herein, but copies will be provided upon request

 

Page 7 of 13

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2. STATEMENT OF OPERATIONS

($ 000s)

For the period 3/1/15 - 3/31/15		Consolidated1									Dendreon     Corporation						Dendreon     Holdings						Dendreon     Distribution						Dendreon   Manufacturing
Product Revenue, net			-								$	-					$	-					$	-					$	-
Royalty and Other Revenue			226									226						-						-						-
Total Revenue		$	226								$	226					$	-					$	-					$	-
Operating Expenses:
Cost Of Product Revenue			7									7						-						-						-
Research and Development			0									0						-						-						-
Selling, General and Administrative			230									230						-						-						-
Less: Payroll Expense Included In Categories Above2			(146	)								(146	)					-						-						-
Payroll Expense2,3			146									37						-						100						9
Restructuring			306									306						-						-						-
Total Operating Expenses		$	542								$	433					$	-					$	100					$	9
Income / (Loss) from Operations		$	(316	)							$	(207	)				$	-					$	(100	)				$	(9	)
Other Income / (Expense):
Interest Income			20									20						-						-						-
Interest Expense			-									-						-						-						-
Other Income / (Expense)			-									-						-						-						-
Reorganization Expense			(6,105	)								(6,105	)					-						-						-
Net Income / (Loss)		$	(6,402	)							$	(6,292	)				$	-					$	(100	)				$	(9	)

 

Notes: 1. The Debtors maintain their accounting records and prepare financial statements on a consolidated basis only. This modified presentation reflects cash basis payroll of the subsidiary entities, which is funded by Dendreon Corp.   2. The Debtors’ consolidated statement of operations reflects an allocation of payroll expenses among several operating expense categories (i.e., Cost of Product Revenue, R&D and SG&A). For the purpose of presenting payroll by entity without double-counting of such expenses, the cash basis payroll must be deducted before being included separately   3. Payroll Expense (noted above) includes payroll, payroll taxes and 401(k). These amounts are funded to ADP via the US Bank Payroll account. For taxation purposes, each legal entity pays separate state employment taxes for the states in which it operates

 

Page 8 of 13

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3. BALANCE SHEET
($ 000s)
As of 3/31/15

		Consolidated1
Current Assets:
Cash and Cash Equivalents		$	458,787
Short-Term Investments			-
Trade Accounts Receivable			-
Inventory			-
Prepaid Expenses and Other Current Assets			380
Total Current Assets		$	459,167
Property and Equipment, net			-
Long-Term Investments			49,500
Other Assets			2,623
Total Assets		$	511,289
Current Liabilities:
Accounts Payable		$	1,864
Accrued Liabilities			465
Accrued Compensation			2,966
Restructuring Liability			-
Reorganization Liability			11,075
Current Portion of Capital Lease Obligations			-
Current Portion of Facility Lease Obligations			-
Total Current Liabilities		$	16,371
Long-Term Liabilities:
Other Long-Term Liabilities			-
Liabilities Subject to Compromise2,3			593,745
Total Liabilities		$	610,116
Stockholders’ Equity:
Common Stock			156
Additional Paid-In Capital			2,021,701
Accumulated Other Comprehensive Income			-
Accumulated Deficit			(2,120,683	)
Total Stockholders’ Equity (Deficit)		$	(98,827	)
Total Liabilities and Stockholders’ Equity		$	511,289
Notes:
1. The Debtors maintain their accounting records and prepare financial statements on a consolidated basis only   2. The Debtors continue to work to determine the proper balance and reporting for Liabilities Subject to Compromise   3. Additional adjustment of $50k to correct prior period calculation of accrued interest listed in Liabilities Subject to Compromise

 

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4. STATUS OF POSTPETITION TAXES

All postpetition taxes were current as of 3/31/15 and paid in the ordinary course by the Debtors

 

Page 10 of 13

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5. SUMMARY OF UNPAID POSTPETITION DEBTS

As of 3/31/15

				Days Outstanding
		Total		1 - 30		31 - 60		61 -  90		91 +
Postpetition Accounts Payable		$        1,864,154		$         1,864,154		$                         -		$                         -		$                         -

 

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6. ACCOUNTS RECEIVABLE RECONCILLIATION & AGEING

Pursuant to the sale, accounts receivable are no longer property of the Debtors’ estate

 

Page 12 of 13

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7. DEBTOR QUESTIONNAIRE

 

				Yes		No
1.		Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below				X
2.		Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below				X
3.		Have all postpetition tax returns been timely filed? If no, provide an explanation below		X
4.		Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below		X
5.		Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3				X

 

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