8-K

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

October 14, 2004

Date of Report (Date of earliest event reported)

CELL GENESYS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-19986	94-3061375
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

500 Forbes Boulevard
South San Francisco, CA 94080

(Address of principal executive offices, including zip code)

(650) 266-3000

(Registrant’s telephone number, including area code)

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))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
	Item 3.02.Unregistered Sales of Equity Securities.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Exhibit Index
EXHIBIT 99.1
EXHIBIT 99.2

Item 1.01. Entry into a Material Definitive Agreement.

     See disclosure under Item 2.03 below.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

     On October 14, 2004, the Company entered into a purchase agreement with initial purchasers relating to the private placement of $110 million aggregate principal amount of its 3.125% Convertible Senior Notes due 2011. The Company granted the initial purchasers a 30-day option to purchase up to an additional $35 million principal amount of the notes. The private placement is scheduled to close on October 20, 2004. Under certain circumstances, the Company may redeem some or all of the notes on or after November 1, 2009 at a redemption price equal to 100% of the principal amount of the notes. Holders of the notes may require the Company to repurchase some or all of their notes if a fundamental change (as defined in the indenture) occurs, at a repurchase price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest (and additional amounts, if any) to, but not including, the repurchase date.

Item 3.02.Unregistered Sales of Equity Securities.

     See disclosure under Item 2.03 above.

     The Company expects to receive approximately $106.0 million in proceeds after deducting the initial purchasers’ discount of approximately $3.6 million and estimated offering expenses (approximately $139.9 million if the initial purchasers’ option is exercised in full). The Company intends to use the proceeds from the sale of the notes to repay approximately $95 million of outstanding indebtedness under certain term loan credit facilities and the remainder of the proceeds for general corporate purposes. The private placement was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and Rule 144A promulgated thereunder.

     The notes are convertible into the Company’s common stock, initially at the conversion price of $9.10 per share, equal to a conversion rate of approximately 109.8901 shares per $1,000 principal amount of notes, subject to adjustment.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit	Description
99.1	Text of press release of Cell Genesys, Inc., dated October 12, 2004.
99.2	Text of press release of Cell Genesys, Inc., dated October 15, 2004.

SIGNATURE

     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.

	CELL GENESYS, INC.
Date: October 15, 2004	By:	/s/ Matthew J. Pfeffer
		Name:	Matthew J. Pfeffer
		Title:	Vice President and Chief Financial Officer

Exhibit Index

Exhibit	Description
99.1	Text of press release of Cell Genesys, Inc., dated October 12, 2004
99.2	Text of press release of Cell Genesys, Inc., dated October 15, 2004.

EX-99.1

EXHIBIT 99.1

Contact: Matthew J. Pfeffer
Chief Financial Officer
Cell Genesys, Inc.
650-266-3200

CELL GENESYS, INC. TO OFFER $100 MILLION
OF CONVERTIBLE SENIOR NOTES

SOUTH SAN FRANCISCO, CA, October 12, 2004 — Cell Genesys, Inc. (Nasdaq: CEGE) today announced its intention to commence an offering, subject to market and other conditions, of $100 million principal amount of Convertible Senior Notes (due 2011) to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. The Company also expects to grant to the initial purchasers of the notes a 30-day option to purchase up to an additional $25 million principal amount of the notes.

Cell Genesys intends to use the net proceeds from the offering primarily to repay two outstanding bank loans totalling $95 million thereby eliminating existing restrictions on approximately $60 million of the Company’s current cash balance.

The notes and common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

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EX-99.2

EXHIBIT 99.2

Contact: Matthew J. Pfeffer
Chief Financial Officer
Cell Genesys, Inc.
650-266-3200

CELL GENESYS, INC. ANNOUNCES PRICING OF
$110 MILLION CONVERTIBLE SENIOR NOTES

SOUTH SAN FRANCISCO, Calif., October 15, 2004 — Cell Genesys, Inc. (Nasdaq: CEGE) today announced the pricing of its offering of $110 million principal amount of 3 1/8% Convertible Senior Notes due 2011 through a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. The transaction was upsized from a base size of $100 million to $110 million due to market demand. The notes will be convertible into Cell Genesys common stock at a conversion price of $9.10 per share of common stock, representing a conversion rate of approximately 109.8901 shares of common stock per $1,000 principal amount of notes. The initial conversion price represents a premium of approximately 30% relative to the reported last sale price of Cell Genesys common stock on Nasdaq of $7.00 per share on October 14, 2004. The sale of the notes is expected to close on October 20, 2004.

Cell Genesys has also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $35 million principal amount of the notes.

Cell Genesys intends to use the net proceeds from the offering primarily to repay two outstanding bank loans totalling $95 million thereby eliminating existing restrictions on approximately $60 million of the Company’s current cash balance.

The notes and common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

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