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): June 210, 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.)

601 Union Street, Suite 4900, Seattle, Washington		98101
(Address of Principal Executive Offices)		(Zip Code)

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))

Item 1.03. Bankruptcy or Receivership.

The disclosure under Item 7.01 of this report is incorporated herein by reference.

Item 3.03. Material Modifications to Rights of Security Holders.

The disclosure under Item 7.01 of this report is incorporated herein by reference.

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 ~~November~~June 92, ~~2014~~2015, as previously disclosed, the ~~Debtors~~Bankruptcy ~~and~~Court ~~(i) certain~~confirmed ~~holders representing approximately 47.8% and (ii) certain other holders representing approximately 35.9% (collectively,~~ the ~~“Supporting~~Second ~~Noteholders”)~~Amended ~~of the outstanding principal amount of the Company’s 2.875% Convertible Senior Notes due 2016 (the “2016 Notes”) entered into two separate~~ Plan ~~Support Agreements, which were amended and restated on December 15, 2015 (the “PSAs”). Under the terms~~ of ~~the~~Liquidation ~~PSAs,~~Pursuant ~~the parties agreed~~ to ~~work to effectuate a restructuring of the Debtors’ obligations pursuant to a stand-alone plan of reorganization in~~ Chapter 11 ~~under which holders~~ of ~~the 2016 Notes would receive new shares of common stock in the reorganized Company, subject to the outcome of the competitive process contemplated in~~ the ~~PSAs.~~Bankruptcy OnCode ~~February 19,~~Proposed ~~2015,~~by the Debtors, ~~Valeant Pharmaceuticals International, Inc.~~ (the “~~Valeant~~Plan”) ~~and Drone Acquisition Sub Inc~~., aThe ~~wholly-owned~~Plan ~~direct~~became ~~subsidiary~~effective ofon ~~Valeant (the “Purchaser”)~~June 10, ~~entered~~2015 ~~into a second amended and restated acquisition agreement pursuant to which the Purchaser agreed to acquire substantially all of the assets~~ (~~including $80 million in cash of~~ the ~~Debtors) and certain liabilities of the Debtors (the~~ “~~Sale~~Effective ~~Transaction~~Date”) ~~for an aggregate purchase price of $495 million~~. ~~On February 23, 2015, the Company completed the Sale Transaction.~~

AsSubject ~~previously disclosed,~~to onthe ~~March 10,~~terms ~~2015,~~and ~~the~~conditions ~~Debtors~~of ~~filed~~the ~~with~~Plan, the ~~Bankruptcy~~Company’s ~~Court~~2.875% ~~(1) a~~Convertible ~~proposed~~Senior ~~plan~~Notes ofdue ~~liquidation~~2016 ~~for~~ (the ~~resolution~~“2016 ofNotes”) ~~the~~have been ~~outstanding~~cancelled ~~claims~~as ~~against~~of ~~and~~the ~~interests~~Effective inDate. ~~the~~As ~~Debtors~~more ~~pursuant~~fully todescribed ~~section~~in ~~1121(a)~~the ofPlan, the ~~Bankruptcy Code~~consideration ~~and~~distributable ~~(2) a~~to ~~related~~Holders ~~proposed~~under ~~disclosure statement. On April 14, 2015,~~ the ~~Bankruptcy~~Plan ~~Court~~who ~~entered~~present antheir ~~order~~current ~~approving~~2016 aNotes ~~modified~~as ~~version~~part of the ~~previously~~mandatory ~~filed~~exchange ~~disclosure~~consists ~~statement~~of ~~(the~~common ~~“Disclosure~~stock ~~Statement”),~~of ~~which~~Valeant ~~included~~Pharmaceuticals International, asInc. anand ~~exhibit,~~cash. aThe ~~modified~~rate ~~version~~ of the ~~previously~~common ~~filed~~stock ~~proposed~~distribution ~~plan~~per $1,000 of ~~liquidation.~~outstanding ~~Upon~~principal ~~the~~amount ~~Bankruptcy~~due ~~Court’s~~in ~~entry~~respect of the ~~order~~2016 ~~approving~~Notes ~~the~~is ~~Disclosure~~0.34453226 ~~Statement,~~and the ~~Debtors~~rate ~~began the solicitation process for the proposed plan~~ of ~~liquidation.~~cash Ondistribution ~~May 14,~~per ~~2015~~$1,000 ~~the~~of ~~Debtors~~outstanding ~~filed~~principal amount adue ~~further modified~~in ~~version~~respect of the ~~proposed~~2016 ~~plan~~Notes ofis ~~liquidation (the “Proposed Plan”) with the Bankruptcy Court~~660.85645627. OnHolders ~~June 2,~~of ~~2015,~~ the ~~Bankruptcy~~cancelled ~~Court~~2016 ~~confirmed~~Notes ~~the Proposed~~may ~~Plan,~~receive asadditional ~~subsequently~~cash ~~amended~~distributions ~~and~~in ~~supplemented (~~the ~~“Plan”),~~future in aaccordance ~~Confirmation~~with ~~Order (~~the ~~“Confirmation Order”)~~Plan.

~~The~~As ~~following~~more isfully adescribed ~~summary~~in ofthe Plan, the ~~material~~Company’s ~~terms~~common stock has been eliminated, cancelled and extinguished as of the Effective Date. Under the Plan, asin ~~confirmed~~the byevent that holders of claims on account of the ~~Bankruptcy~~2016 ~~Court.~~Notes ~~This~~and ~~summary~~holders isof ~~qualified~~general inunsecured ~~its~~claims ~~entirety by~~receive ~~reference~~a 100% recovery (including all accrued but unpaid postpetition interest) pursuant to the Plan., ~~Capitalized~~and ~~terms~~all ~~used~~wind-down ~~but~~costs of ~~not~~the ~~defined~~Chapter ~~herein~~11 ~~shall~~Cases ~~have~~are satisfied, then the ~~meanings~~Company’s equity securityholders shall be entitled to any residual recovery pursuant to certain procedures set forth in the Plan, and holders of allowed subordinated claims shall be entitled to a distribution pari passu with any such distribution to the Company’s equity securityholders. The Debtors do not anticipate that there will be any residual recovery for the Company’s equity securityholders.

~~The~~Terms ~~Plan~~used ~~generally provides~~but ~~for~~not ~~the~~otherwise ~~payment~~defined in ~~full,~~this inCurrent ~~cash,~~Report toon ~~holders~~Form ~~of Allowed Administrative Claims and Allowed Priority Tax Claims (Unclassified Claims), Allowed Priority Non~~8-~~Tax~~K ~~Claims~~ (~~Class~~this 1) and Allowed Secured Claims (Class 2). Further, the Plan provides that holders of Allowed Class 3 2016 Noteholder Claims will receive their pro rata shares of (i) Valeant common shares having an aggregate value of $49,500,000 as of the close of market on the trading day immediately prior to the effective date of the Plan (the “~~Effective~~Current ~~Date~~Report”), ~~which~~have ~~shall be distributed immediately upon~~ the ~~occurrence~~meanings ofascribed ~~the Effective Date and (ii) Available Cash in the amount necessary~~ to ~~provide~~ such ~~holders their pro rata shares of Total Distributable~~ ~~Value~~terms to holders of Class 3 Claims and Class 4 Claims. Moreover, the Plan provides that holders of Allowed Class 4 General Unsecured Claims shall receive their pro rata shares of Total Distributable Value available to holders of Class 3 Claims and Class 4 Claims, solely in the ~~form of Available Cash~~Plan. Each Holder of an Allowed Class 3 or Class 4 Claim shall not receive more than 100% of the amount of such Allowed Claim plus accrued but unpaid postpetition interest payable under the Plan, such interest only to be payable if Total Distributable Value exceeds the

~~aggregate~~Item ~~amount of all Allowed Claims in Classes 3 and 4 without regard to payment of postpetition interest~~5.02. ~~Holders~~Departure of ~~claims~~Directors ~~in Class 5 (Intercompany Claims), Class 6 (Subordinated Claims) and Class 7 (Interests) will not receive~~ or ~~retain~~Certain ~~any~~Officers; ~~property~~Election ~~or interest in property under the Plan, provided however, that in the event that holders~~ of ~~claims~~Directors; onAppointment ~~account~~ of ~~the~~Certain ~~2016~~Officers; ~~Notes~~Compensatory ~~and~~Arrangements ~~holders~~ of ~~general~~Certain unsecured claims receive a 100% recovery (including all accrued but unpaid postpetition interest) pursuant to the Plan, and all wind-down costs of the Chapter 11 Cases are satisfied, then the Company’s equity securityholders shall be entitled to any residual recovery pursuant to certain procedures set forth in the Plan, and holders of allowed subordinated claims shall be entitled to a distribution pari passu with any such distribution to the Company’s equity securityholdersOfficers. The Debtors do not anticipate that there will be any residual recovery for the Company’s equity securityholders. Holders of claims in Class 8 (Unimpaired Intercompany Interests) shall have their claims reinstated and rendered unimpaired in accordance with section 1124 of the Bankruptcy Code on the Effective Date.

OnPursuant ~~the Effective Date and pursuant~~ to the Plan ~~and Confirmation Order~~, ~~(a) the~~effective ~~members~~as of the ~~boards~~ ~~of directors of the Debtors will be deemed to have resigned and (b) the Debtors shall continue to exist as the Liquidating Debtors after the~~ Effective Date ~~in accordance with the laws of the State of Delaware and pursuant to their respective certificates of incorporation~~, ~~by-laws,~~Susan ~~articles~~B. ~~of formation~~Bayh, ~~operating~~David ~~agreements,~~C. Stump and ~~other organizational documents in effect prior to the Effective Date, except to the extent such organizational documents are amended under the Plan,~~Douglas ~~for~~G. ~~the~~Watson ~~limited~~no ~~purposes~~longer ofserve ~~liquidating~~as ~~all~~members of the ~~assets~~board of ~~the~~directors ~~Estates and making Distributions in accordance with the Plan. On December 31, 2015, and without further order~~ of the ~~Bankruptcy Court~~Company, ~~Dendreon Holdings, LLC, Dendreon Distribution, LLC~~ and ~~Dendreon~~Gregory ~~Manufacturing,~~R. ~~LLC~~Cox ~~shall be deemed merged with~~ and ~~into~~Robert ~~the~~L. ~~Company,~~Crotty ~~without~~no ~~the~~longer ~~necessity~~serve ofas ~~any~~officers ~~other or further actions to be taken by or on behalf~~ of the ~~Debtors or payments to be made in connection therewith~~Company.

~~The~~Pursuant to the Plan, ~~also~~as ~~provides~~of ~~for~~the ~~certain~~Effective ~~releases~~Date, ~~exculpation~~Craig Jalbert shall be sole director of the Company and ~~injunction~~shall ~~provisions~~serve as ~~set~~the ~~forth~~Company’s sole officer in ~~Article~~his Xcapacity as President, Treasurer and Secretary of the Company. Mr. Jalbert is a Principal of Verdolino & Lowey, P.C., the Plan Administrator under the Plan.

ACautionary ~~copy~~Statements ofRegarding the ~~Confirmation~~Chapter ~~Order,~~11 ~~including~~Cases the Plan, is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The Plan is not yet effective. In accordance with the Plan, the Plan will become effective upon the satisfaction or waiver of certain conditions precedent. The Company currently anticipates that the Effective Date of the Plan will occur on June 10, 2015.

~~Cautionary~~As ~~Statements~~described ~~Regarding~~above, the ~~Chapter~~Plan 11provides ~~Cases~~that, unless certain conditions as set forth in the Plan are satisfied, the holders of the Company’s capital stock will receive no distribution on account of their interests.

~~The~~Cautionary ~~Company’s~~Statement ~~securityholders~~Regarding ~~are~~Forward-Looking ~~cautioned~~Statements 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~~Certain ~~Plan~~information ~~provides~~in ~~that,~~this ~~unless~~Current ~~certain~~Report ~~conditions~~may asconstitute ~~set~~forward-looking ~~forth~~statements inwithin the ~~Plan~~meaning ~~are~~of ~~satisfied,~~ the ~~holders~~Private Securities Litigation Reform Act of ~~the~~1995. ~~Company’s~~All ~~capital~~statements ~~stock~~contained ~~will receive~~in nothis ~~distribution~~Current onReport ~~account~~that are not statements of ~~their~~historical ~~interests~~fact, including estimates, projections, future trends and ~~such~~the ~~interests~~outcome ~~shall~~of events that have not yet occurred referenced in this Current Report should be ~~cancelled~~considered forward-looking statements. Words such as

~~Cautionary~~ “anticipate,” ~~Statement~~“estimate,” ~~Regarding~~“expect,” ~~Forward~~“project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and similar expressions are often used to identify forward-~~Looking~~looking statements. Actual results or events could differ materially from those indicated in ~~Statements~~forward-looking statements as a result of risks and uncertainties, including, among others, the ability of the Company to wind down its affairs under the Plan in an orderly manner in accordance with budgeted amounts and reserves and the timing or amount of any distributions to the Company’s stakeholders following the Effective Date. 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.

~~Certain~~Limitation ~~information in this Current Report~~ on ~~Form~~Incorporation ~~8-K~~by ~~and~~Reference 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,

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 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.

~~among~~Additional ~~others,~~Information ~~the~~Regarding ~~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 Sale Transaction 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.

~~Cautionary~~Information ~~Statement~~about ~~Regarding~~the Chapter 11 process, as well as court filings and other documents related to the ~~Disclosure~~reorganization ~~Package~~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.

~~The~~SIGNATURES Company cautions investors not to place undue reliance upon the information contained in the Plan and the related schedules (collectively the “Disclosure Package”). The Disclosure Package was not audited or reviewed by independent accountants, will not be subject to audit or review by the Company’s external auditors at any time in the future, is in a format consistent with applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurances that, from the perspective of an investor or potential investor in the Company’s securities, the Disclosure Package is accurate or complete.

~~Limitation~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on ~~Incorporation~~its behalf by ~~Reference~~the undersigned hereunto duly authorized.

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.


	DENDREON CORPORATION

Date: June 10, 2015	By:	/s/ Craig Jalbert
		Name:	Craig Jalbert
		Title:	President, Treasurer and Secretary

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 Confirmation Order of the United States Bankruptcy Court for the District of Delaware, dated June 2, 2015.

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.

INDEX TO EXHIBITS

ExhibitNo.		Description
99.1		Confirmation Order of the United States Bankruptcy Court for the District of Delaware, dated June 2, 2015.

DENDREON CORPORATION

Date: June 3, 2015

/s/ Robert L. Crotty

Robert L. Crotty

President, General Counsel and Secretary

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