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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 10, 2004

GENENTECH, INC.

(Exact name of Registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  1-9813
(Commission
File Number) 		  94-2347624
(I.R.S. Employer
Identification No.)

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

Registrant’s telephone number, including area code: (650) 225-1000

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):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

     On November 16, 2004, Genentech, Inc. filed a Current Report on Form 8-K with the Securities and Exchange Commission, disclosing that Louis J. Lavigne, Jr., Executive Vice President and Chief Financial Officer of Genentech, will retire from his position in March 2005 and that David A. Ebersman will become Chief Financial Officer, effective upon Mr. Lavigne’s retirement, subject to approval by Genentech’s Board of Directors.

     This Form 8-K/A amends the Form 8-K filed on November 16, 2004 to disclose that on December 7, 2004, Genentech’s Board of Directors approved the appointment of Mr. Ebersman as Senior Vice President, Finance, effective January 5, 2005, and as Chief Financial Officer, effective March 5, 2005, upon Mr. Lavigne’s retirement on that same date.

 

 

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.

         
     
Dated: December 13, 2004  By:   /s/ Stephen G. Juelsgaard  
    Stephen G. Juelsgaard   
    Executive Vice President, General Counsel and Secretary