-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G9ajTtAQPOVv9yM2AUW9oKVF/nTosoOgLfJAoJdghTF6FxXasX41eGzSasFBbGGS Neh5+TLlRNiDP2siX+SM+A== 0000899140-10-000234.txt : 20100310 0000899140-10-000234.hdr.sgml : 20100310 20100310162103 ACCESSION NUMBER: 0000899140-10-000234 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100310 DATE AS OF CHANGE: 20100310 GROUP MEMBERS: CR INTRINSIC INVESTORS, LLC GROUP MEMBERS: S.A.C. CAPITAL ADVISORS, INC. GROUP MEMBERS: S.A.C. CAPITAL ASSOCIATES, LLC GROUP MEMBERS: SIGMA CAPITAL MANAGEMENT, LLC GROUP MEMBERS: STEVEN A. COHEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DENDREON CORP CENTRAL INDEX KEY: 0001107332 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223203193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59179 FILM NUMBER: 10670784 BUSINESS ADDRESS: STREET 1: 3005 FIRST AVENUE CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: 206254545 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAC Capital Advisors LP CENTRAL INDEX KEY: 0001451928 IRS NUMBER: 943448715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2038902000 MAIL ADDRESS: STREET 1: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G/A 1 d5479564a.htm AMENDMENT NO. 1

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

DENDREON CORPORATION

 

(Name of Issuer)

 

Common Stock, Par Value $0.001 Per Share

 

(Title of Class of Securities)

 

24823Q107

(CUSIP Number)

 

March 2, 2010

(Date of Event which Requires Filing

of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

o

 

Rule 13d-1(b)

 

x

 

Rule 13d-1(c)

 

o

 

Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 


 

CUSIP No.24823Q107

13G

Page 2 of 12 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

S.A.C. Capital Advisors, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

7,369,801 (1) (2) (see Item 4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,369,801 (1) (2) (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,369,801 (1) (2) (see Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5% (1) (2) (see Item 4)

12

TYPE OF REPORTING PERSON*

 

PN

*SEE INSTRUCTION BEFORE FILLING OUT

 


 

CUSIP No.24823Q107

13G

Page 3 of 12 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

S.A.C. Capital Advisors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

7,369,801 (1) (2) (see Item 4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,369,801 (1) (2) (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,369,801 (1) (2) (see Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5% (1) (2) (see Item 4)

12

TYPE OF REPORTING PERSON*

 

CO

*SEE INSTRUCTION BEFORE FILLING OUT

 


 

CUSIP No.24823Q107

13G

Page 4 of 12 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

S.A.C. Capital Associates, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Anguilla, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

7,366,501 (1) (see Item 4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,366,501 (1) (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,366,501 (1) (see Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5% (1) (see Item 4)

12

TYPE OF REPORTING PERSON*

 

OO

*SEE INSTRUCTION BEFORE FILLING OUT

 


 

CUSIP No.24823Q107

13G

Page 5 of 12 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

CR Intrinsic Investors, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

980,000 (3) (see Item 4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

980,000 (3) (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

980,000 (3) (see Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.7% (3) (see Item 4)

12

TYPE OF REPORTING PERSON*

 

OO

*SEE INSTRUCTION BEFORE FILLING OUT

 


 

CUSIP No.24823Q107

13G

Page 6 of 12 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Sigma Capital Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,703,100 (see Item 4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,703,100 (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,703,100 (see Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.3% (see Item 4)

12

TYPE OF REPORTING PERSON*

 

OO

*SEE INSTRUCTION BEFORE FILLING OUT


 

CUSIP No.24823Q107

13G

Page 7 of 12 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Steven A. Cohen

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

10,052,901 (1) (2) (3) (see Item 4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

10,052,901 (1) (2) (3) (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,052,901 (1) (2) (3) (see Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5% (1) (2) (3) (see Item 4)

12

TYPE OF REPORTING PERSON*

 

IN

*SEE INSTRUCTION BEFORE FILLING OUT

 

Page 7 of 12

 


 

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13G/A (this “Amendment No. 1”) amends the Schedule 13G filed on January 15, 2010 (the “Original Schedule 13G”) (the Original Schedule 13G and this Amendment No. 1 are collectively referred to herein as the “Schedule 13G”). This Amendment No. 1 relates to the shares of common stock, par value $0.001 per share, of Dendreon Corporation, a Delaware corporation (the “Issuer”). Unless the context otherwise requires, references herein to the “Common Stock” are to such common stock of the Issuer. Capitalized terms used but not defined herein shall have the meanings given them in the Original Schedule 13G.

 

Item 1(a)

Name of Issuer:

 

 

Dendreon Corporation

 

Item 1(b)

Address of Issuer's Principal Executive Offices:

 

 

3005 First Avenue, Seattle, Washington 98121

 

Item 2(a)

Name of Person Filing:

 

This statement is filed by: (i) S.A.C. Capital Advisors, L.P. (“SAC Capital Advisors LP”) with respect to shares of Common Stock, par value $0.001 per share (“Shares”) of the Issuer beneficially owned by S.A.C. Capital Associates, LLC (“SAC Capital Associates”) and S.A.C. Select Fund, LLC (“SAC Select Fund”); (ii) S.A.C. Capital Advisors, Inc. (“SAC Capital Advisors Inc.”) with respect to Shares beneficially owned by SAC Capital Advisors LP, SAC Capital Associates and SAC Select Fund; (iii) SAC Capital Associates with respect to Shares beneficially owned by it; (iv) CR Intrinsic Investors, LLC (“CR Intrinsic Investors”) with respect to Shares beneficially owned by CR Intrinsic Investments, LLC (“CR Intrinsic Investments”); (v) Sigma Capital Management, LLC (“Sigma Management”) with respect to Shares beneficially owned by Sigma Capital Associates, LLC (“Sigma Capital Associates”); and (vi) Steven A. Cohen with respect to Shares beneficially owned by SAC Capital Advisors LP, SAC Capital Advisors Inc., SAC Capital Associates, SAC Select Fund, CR Intrinsic Investors, CR Intrinsic Investments, Sigma Management, and Sigma Capital Associates.

 

SAC Capital Advisors LP, SAC Capital Advisors Inc., SAC Capital Associates, CR Intrinsic Investors, Sigma Management and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

 

Item 2(b)

Address or Principal Business Office:

The address of the principal business office of (i) SAC Capital Advisors LP, SAC Capital Advisors Inc., CR Intrinsic Investors, and Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902; (ii) Sigma Management is 540 Madison Avenue, New York, New York 10022; and

 

Page 8 of 12


 

(iii) SAC Capital Associates is Victoria House, P.O. Box 58, The Valley, Anguilla, British West Indies.

 

Item 2(c)

Citizenship:

 

SAC Capital Advisors LP is a Delaware limited partnership. SAC Capital Advisors Inc. is a Delaware corporation. Sigma Management and CR Intrinsic Investors are Delaware limited liability companies. SAC Capital Associates is an Anguillan limited liability company. Mr. Cohen is a United States citizen.

 

Item 2(d)

Title of Class of Securities:

 

Common Stock, par value $0.001 per share

 

Item 2(e)

CUSIP Number:

 

 

24823Q107

 

Item 3

Not Applicable

 

Item 4

Ownership:

 

The percentages used herein are calculated based upon the Shares issued and outstanding as of February 18, 2010 as reported on the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission by the Issuer for the fiscal year ended December 31, 2009.

 

As of the close of business on March 9, 2010:

 

1. S.A.C. Capital Advisors, L.P.

(a) Amount beneficially owned: 7,369,801 (1) (2)

(b) Percent of class: 5.5% (1) (2)

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 7,369,801 (1) (2)

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 7,369,801 (1) (2)

 

2. S.A.C. Capital Advisors, Inc.

(a) Amount beneficially owned: 7,369,801 (1) (2)

(b) Percent of class: 5.5% (1) (2)

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote:7,369,801 (1) (2)

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 7,369,801 (1) (2)

 

3. S.A.C. Capital Associates, LLC

(a) Amount beneficially owned: 7,366,501

(b) Percent of class: 5.5% (1)

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 7,366,501

(iii) Sole power to dispose or direct the disposition: -0-

 

Page 9 of 12

 


 

(iv) Shared power to dispose or direct the disposition: 7,366,501

 

4. CR Intrinsic Investors, LLC

(a) Amount beneficially owned: 980,000 (3)

(b) Percent of class: 0.7% (3)

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 980,000 (3)

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 980,000 (3)

 

5. Sigma Capital Management, LLC

(a) Amount beneficially owned: 1,703,100

(b) Percent of class: 1.3%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 1,703,100

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 1,703,100

 

6. Steven A. Cohen

(a) Amount beneficially owned: 10,052,901 (1) (2) (3)

(b) Percent of class: 7.5% (1) (2) (3)

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 10,052,901 (1) (2) (3)

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 10,052,901 (1) (2) (3)

 

(1) Includes 475,000 Shares subject to call options held by SAC Capital Associates.

 

(2) Includes 3,300 Shares subject to call options held by SAC Select Fund.

 

(3) Includes 80,000 Shares subject to call options held by CR Intrinsic Investments.

 

SAC Capital Advisors LP, SAC Capital Advisors Inc., CR Intrinsic Investors, Sigma Management, and Mr. Cohen own directly no Shares. Pursuant to an investment management agreement, SAC Capital Advisors LP maintains investment and voting power with respect to the securities held by SAC Capital Associates and SAC Select Fund. SAC Capital Advisors Inc. is the general partner of SAC Capital Advisors LP. Pursuant to an investment management agreement, Sigma Management maintains investment and voting power with respect to the securities held by Sigma Capital Associates. Pursuant to an investment management agreement, CR Intrinsic Investors maintains investment and voting power with respect to the securities held by CR Intrinsic Investments. Mr. Cohen controls each of SAC Capital Advisors Inc., CR Intrinsic Investors and Sigma Management. CR Intrinsic Investments is a wholly owned subsidiary of SAC Capital Associates. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of (i) SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own 7,369,801 (1) (2) Shares (constituting approximately 5.5% (1) (2) of the Shares outstanding); (ii) CR Intrinsic Investors and Mr. Cohen may be deemed to beneficially own 980,000 (3) Shares (constituting approximately 0.7% (3) of the Shares outstanding); and (iii) Sigma Management and Mr. Cohen may be deemed to

 

Page 10 of 12

 


 

 

beneficially own 1,703,100 Shares (constituting approximately 1.3% of the Shares outstanding). Each of SAC Capital Advisors LP, SAC Capital Advisors Inc., CR Intrinsic Investors, Sigma Management, and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement, and SAC Capital Associates disclaims beneficial ownership of any securities held by CR Intrinsic Investments.

 

Item 5

Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  o

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

 

Not Applicable

 

Item 8

Identification and Classification of Members of the Group:

 

Not Applicable

 

Item 9

Notice of Dissolution of Group:

 

Not Applicable

 

Item 10

Certification:

 

By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 11 of 12

 


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 10, 2010

 

S.A.C. CAPITAL ADVISORS, L.P.

 

By: /s/ Peter Nussbaum                    

Name: Peter Nussbaum

Title: Authorized Person

 

S.A.C. CAPITAL ADVISORS, INC.

By: /s/ Peter Nussbaum                  

Name: Peter Nussbaum

Title: Authorized Person

S.A.C. CAPITAL ASSOCIATES, LLC

By: /s/ Peter Nussbaum                  

Name: Peter Nussbaum

Title: Authorized Person

CR INTRINSIC INVESTORS, LLC

 

By: /s/ Peter Nussbaum                 

Name: Peter Nussbaum

Title: Authorized Person

 

SIGMA CAPITAL MANAGEMENT, LLC

By: /s/ Peter Nussbaum                 

Name: Peter Nussbaum

Title: Authorized Person

 

STEVEN A. COHEN

By: /s/ Peter Nussbaum                 

Name: Peter Nussbaum

Title: Authorized Person

 

 

 

EX-99.1 2 d5479564b.htm JOINT FILING AGREEMENT

Exhibit 99.1

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

Dated: March 10, 2010

 

S.A.C. CAPITAL ADVISORS, L.P.

 

By: /s/ Peter Nussbaum                   

Name: Peter Nussbaum

Title: Authorized Person

 

S.A.C. CAPITAL ADVISORS, INC.

By: /s/ Peter Nussbaum                 

Name: Peter Nussbaum

Title: Authorized Person

S.A.C. CAPITAL ASSOCIATES, LLC

By: /s/ Peter Nussbaum                 

Name: Peter Nussbaum

Title: Authorized Person

CR INTRINSIC INVESTORS, LLC

 

By: /s/ Peter Nussbaum                 

Name: Peter Nussbaum

Title: Authorized Person

 

SIGMA CAPITAL MANAGEMENT, LLC

By: /s/ Peter Nussbaum                

Name: Peter Nussbaum

Title: Authorized Person

 

STEVEN A. COHEN

 

By: /s/ Peter Nussbaum               

Name: Peter Nussbaum

Title: Authorized Person

 

 

 

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