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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CORIXA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 2836 91-1654387
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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1124 COLUMBIA STREET, SUITE 200
SEATTLE, WA 98104
(206) 667-5711
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
STEVEN GILLIS, PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CORIXA CORPORATION
1124 COLUMBIA STREET, SUITE 200
SEATTLE, WA 98104
(206) 667-5711
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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WILLIAM W. ERICSON, ESQ. ALAN C. MENDELSON, ESQ.
KARA DIANE PALMER, ESQ. PATRICK A. POHLEN, ESQ.
JOHN W. ROBERTSON, ESQ. COOLEY GODWARD LLP
VENTURE LAW GROUP FIVE PALO ALTO SQUARE
4750 CARILLON POINT 3000 EL CAMINO REAL
KIRKLAND, WA 98033 PALO ALTO, CA 94306-2155
(425) 739-8700 (650) 843-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(3)
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Common Stock, $0.001 par
value per share............ 287,500 shares $13.00 $3,737,500 $1,133.00
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(1) Includes 37,500 shares which the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to rule 457(a).
(3) 3,162,500 shares were registered under SEC File No. 333-32147, of which a
filing fee of $13,417.00 was previously paid with the earlier registration
statement.
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EXPLANATORY NOTE
This registration statement relates to the initial public offering of
Common Stock of Corixa Corporation contemplated by a Registration Statement on
Form S-1, Securities and Exchange Commission File No. 333-32147 (the "Prior
Registration Statement") and is filed solely to increase the number of shares to
be offered in such offering by 250,000 shares plus up to 37,500 additional
shares that may be sold pursuant to the Underwriters' over-allotment option. The
contents of the Prior Registration Statement are hereby incorporated by
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company has duly caused this Registration Statement on Form S-1 to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Seattle,
State of Washington, on this 2nd day of October, 1997.
CORIXA CORPORATION
By: /s/ STEVEN GILLIS
------------------------------------
Steven Gillis
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Steven Gillis and Michelle Burris,
and each of them acting individually, as his or her attorney-in-fact, each with
full power of substitution, for him or her in any and all capacities, to sign
any and all amendments to this Registration Statement (including post-effective
amendments), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to said Registration Statement, or any
related registration statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended. Pursuant to the
requirements of the Securities Act of 1933 as amended, this Registration
Statement has been signed by the following persons in the capacities set forth
below on October 2, 1997:
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SIGNATURE TITLE DATE
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/s/ STEVEN GILLIS President, Chief Executive October 2, 1997
---------------------------------------- Officer and Director
(Steven Gillis) (Principal Executive
Officer)
/s/ MICHELLE BURRIS Vice President, Finance and October 2, 1997
---------------------------------------- Administration (Principal
(Michelle Burris) Financial and Accounting
Officer)
/s/ MARK MCDADE Executive Vice President, October 2, 1997
---------------------------------------- Chief
(Mark McDade) Operating Officer and
Director
/s/ JOSEPH S. LACOB Chairman of the Board of October 2, 1997
---------------------------------------- Directors
(Joseph S. Lacob)
/s/ ARNOLD L. ORONSKY Director October 2, 1997
----------------------------------------
(Arnold L. Oronsky)
/s/ ANDREW E. SENYEI Director October 2, 1997
----------------------------------------
(Andrew E. Senyei)
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
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1.1* Underwriting Agreement
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of KPMG Peat Marwick LLP, Independent Auditors
23.3 Consent of Venture Law Group, A Professional Corporation (included in
Exhibit 5.1)
24.1* Power of Attorney
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* Incorporated by reference from the Registration Statement on Form S-1 of the
Registrant, File No. 333-32147
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EXHIBIT 5.1
VENTURE LAW GROUP
A Professional Corporation
4750 Carillon Point
Kirkland, WA 98033
(425) 739-8700 phone
(425) 739-8750 facsimile
October 2, 1997
Corixa Corporation
1124 Columbia St., Suite 200
Seattle, WA 98704
Registration Statement on Form S-1
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (the
"Registration Statement") to be filed by you, Corixa Corporation, with the
Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 287,500 shares of your Common Stock
(the "Shares"). The Shares include an over-allotment option to purchase 37,500
shares granted by the Company to the underwriters. 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
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the headings "Selected
Financial Data" and "Experts" in the Registration Statement (Form S-1) and
related prospectus of Corixa Corporation for the registration of 287,500 shares
of common stock and to the incorporation by reference therein of our report
dated January 31, 1997, except for paragraph 1 of Note 11, as to which the date
is September 24, 1997.
/s/ ERNST & YOUNG LLP
Seattle, WA
October 2, 1997
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EXHIBIT 23.2
The Board of Directors
Corixa Corporation:
We consent to the use of our reports incorporated by reference herein and to
the reference to our firm under the headings "Selected Financial Data" and
"Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Seattle, WA
October 2, 1997
