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As filed with the Securities and Exchange Commission on March 7, 2001

Registration No. 333-50266

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

SEATTLE GENETICS, INC.
(Exact name of Registrant as specified in its charter)

Delaware   91-1874389
(State of incorporation)   (I.R.S. Employer Identification No.)

22215 26 th Avenue SE, Suite 3000
Bothell, Washington 98021
(Address of principal executive offices)

1998 Stock Option Plan
2000 Employee Stock Purchase Plan
2000 Directors' Stock Option Plan
(Full title of the Plans)

H. Perry Fell, Ph.D., M.B.A.
Chief Executive Officer 		  Clay B. Siegall, Ph.D.
President and Chief Scientific Officer

22215 26 th Avenue SE, Suite 3000
Bothell, Washington 98021
(425) 489-4990
(Name, address and telephone number, including area code, of agent for service)

Copy to:

Sonya F. Erickson
Venture Law Group
A Professional Corporation
4750 Carillon Point
Kirkland, WA 98033
(425) 739-8750

CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered
  Maximum Amount
to be Registered(1)
  Proposed Maximum
Offering Price
Per Share
  Proposed Maximum
Aggregate
Offering Price
  Amount of
Registration Fee
1998 Stock Option Plan                
  Common Stock, $0.001 par value   1,401,692 Shares   $2.37(2)   $3,322,010   $831
  Common Stock, $0.001 par value   10,497,605 Shares   $7.00(4)   $73,483,235   $18,371
2000 Employee Stock Purchase Plan                
  Common Stock, $0.001 par value   3,000,000 Shares   $5.95(3)   $17,850,000   $4,463
2000 Directors' Stock Option Plan                
  Common Stock, $0.001 par value   400,000 Shares   $7.00(4)   $2,800,000   $700
    TOTAL   15,299,297 Shares       $97,455,245   $24,364
(1)
This Registration Statement shall also cover any additional shares of Common Stock which become issuable under any of the Plans being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. In addition, this Registration Statement also covers (a) 8,400,000 additional shares of Common Stock that will become issuable under the 1998 Stock Option Plan pursuant to a provision that provides that the number of shares authorized under the 1998 Stock Option Plan will automatically increase on the first day of each of the seven years beginning in 2002 and ending in 2008, in an amount equal to four percent of the number of shares of Common Stock outstanding on December 31 of the immediately preceding calendar year, up to a maximum of 1,200,000 in any year, or such lower amount as determined by the Board of Directors, and (b) 2,700,000 additional shares of Common Stock that will become issuable under the 2000 Employee Stock Purchase Plan pursuant to a provision that provides that the number of shares authorized under the 2000 Employee Stock Purchase Plan will automatically increase on the first day of each of the nine years beginning in 2002 and ending in 2010, in an amount equal to one percent of the number of shares of Common Stock outstanding on December 31 of the immediately preceding calendar year, up to a maximum of 300,000 in any year, or such lower amount as determined by the Board of Directors.
(2)
Computed in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. Computation based on the weighted average per share exercise price (rounded to nearest cent) of outstanding options under the referenced plan, the shares issuable under which are registered hereby.
(3)
Estimated in accordance with Rule 457(h) under the Securities Act of 1933 (the " Securities Act ") solely for the purpose of calculating the registration fee. The computation is based upon the initial public offering price of the Common Stock multiplied by 85%, which is the percentage of the trading purchase price applicable to purchases under the referenced Plan.
(4)
Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The computation with respect to unissued options is based upon the initial public offering price of the Common Stock.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

    The following documents filed with the Securities and Exchange Commission (the " Commission ") are hereby incorporated by reference:

    (a) The Registrant's Prospectus filed on March 7, 2001 pursuant to Rule 424(b) of the Securities Act, which contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed.

    (b) Not Applicable.

    (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission under Section 12 of the Securities Exchange Act of 1934 (the " Exchange Act ") on February 28, 2001, including any amendment or report filed for the purpose of updating such description.

    All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents.


Item 4.   Description of Securities.

    Not applicable.


Item 5.   Interests of Named Experts and Counsel.

    The validity of the Common Stock offered hereby will be passed upon for the Registrant by Venture Law Group, a Professional Corporation, Kirkland, Washington. Sonya F. Erickson, a director of Venture Law Group, is the Assistant Secretary of the Registrant. As of the date of this Registration Statement, a director of Venture Law Group and an investment partnership affiliated with Venture Law Group own an aggregate of 219,306 shares of the Registrant's Common Stock.


Item 6.   Indemnification of Directors and Officers.

    The Registrant's Certificate of Incorporation reduces the liability of a director to the corporation or its shareholders for monetary damages for breaches of his or her fiduciary duty of care to the fullest extent permissible under Delaware law. The Bylaws of the Registrant further provide for indemnification of corporate agents to the maximum extent permitted by the Delaware General Corporation Law. In addition, the Registrant has entered into Indemnification Agreements with its officers and directors.


Item 7.   Exemption from Registration Claimed.

    Not applicable.

2


Item 8.   Exhibits.

Exhibit
Number
   
5.1   Opinion of Venture Law Group, a Professional Corporation.
23.1   Consent of Venture Law Group, a Professional Corporation (included in Exhibit 5.1).
23.2   Consent of Independent Accountants.
24.1   Powers of Attorney (included on signature page).


Item 9.   Undertakings.

    The undersigned Registrant hereby undertakes:

        (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2) that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as the indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the question has already been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

[Signature Pages Follow]

3


SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant, Seattle Genetics, Inc., a corporation organized and existing under the laws of the State of Delaware, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bothell, State of Washington, on this seventh day of March, 2001.

    SEATTLE GENETICS, INC.

 
 
By:
 
/s/  H. PERRY FELL      
H. Perry Fell
Chief Executive Officer

 
 
By:
 
/s/  CLAY B. SIEGALL      
Clay B. Siegall
President and Chief Scientific Officer


POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints H. Perry Fell and Clay B. Siegall and each of them, his attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him and in his name, place or stead, in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file such amendments, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to each attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorneys-in-fact and agents, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
  Title
  Date

 
 
 
 
 
/s/  H. PERRY FELL    
H. Perry Fell 		  Chief Executive Officer   March 7, 2001

/s/  CLAY B. SIEGALL    
Clay B. Siegall
 
President, Chief Scientific Officer
 
March 7, 2001

/s/  TIM J. CARROLL    
Tim J. Carroll
 
Chief Financial Officer
 
March 7, 2001

 
 
 
 

4


/s/  CHARLES P. WAITE, JR.    
Charles P. Waite, Jr.
 
Director
 
March 7, 2001

/s/  LOUIS C. BOCK    
Louis C. Bock
 
Director
 
March 7, 2001

/s/  KARL ERIK HELLSTRÖM    
Karl Erik Hellström
 
Director
 
March 7, 2001

/s/  MICHAEL F. POWELL    
Michael F. Powell
 
Director
 
March 7, 2001

/s/  MARC E. LIPPMAN    
Marc E. Lippman
 
Director
 
March 7, 2001

5


INDEX TO EXHIBITS

Exhibit
Number
   
5.1   Opinion of Venture Law Group, a Professional Corporation
23.1   Consent of Venture Law Group, a Professional Corporation (included in Exhibit 5.1).
23.2   Consent of Independent Accountants.
24.1   Powers of Attorney (included on signature page).

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS

EXHIBIT 5.1

March 7, 2001

Seattle Genetics, Inc.
22215 26th Avenue SE, Suite 3000
Bothell, Washington 98021

Ladies and Gentlemen:

    We have examined the Registration Statement on Form S-8 (the " Registration Statement ") filed by you with the Securities and Exchange Commission (the " Commission ") on March 6, 2001 in connection with the registration under the Securities Act of 1933, as amended, of a total of 15,299,297 shares of your Common Stock (the " Shares ") reserved for issuance under the 1998 Stock Option Plan, 2000 Employee Stock Purchase Plan and 2000 Directors' Stock Option Plan. As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares.

    It is our opinion that upon conclusion of the proceedings being taken or contemplated by us, as your counsel, to be taken prior to the issuance of the Shares, and upon completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares when issued and sold in the manner described in the Registration Statement will be legally and validly issued, fully paid and non-assessable.

    We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and in any amendment thereto.

 
   
    Very truly yours,

 
 
/s/ VENTURE LAW GROUP
VENTURE LAW GROUP
A Professional Corporation


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EXHIBIT 23.2


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated January 19, 2001, except for Note 13 as to which the date is February 2, 2001, relating to the financial statements of Seattle Genetics, Inc., which appears in the Registration Statement on Form S-1 (File No. 333-50266).

/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Seattle, Washington
March 7, 2001



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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS