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As filed with the Securities and Exchange Commission on January 30, 1998
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORIXA CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 91-1654387
(State of incorporation) (I.R.S. Employer Identification No.)
1124 COLUMBIA STREET, SUITE 200
SEATTLE, WA 98104
(Address of principal executive offices)
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1997 EMPLOYEE STOCK PURCHASE PLAN
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
1997 DIRECTORS' STOCK OPTION PLAN
(Full title of the Plans)
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STEVEN GILLIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CORIXA CORPORATION
1124 COLUMBIA STREET, SUITE 200
SEATTLE, WA 98104
(206) 667-5711
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
William W. Ericson, Esq.
Venture Law Group
A Professional Corporation
4750 Carillon Point
Kirkland, WA 98033
(425) 739-8700
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Maximum
Maximum Amount Maximum Aggregate Amount of
to be Offering Price Offering Price Registration
Title of Securities to be Registered Registered(1) Per Share Fee
- ---------------------------------------------- ------------------ ---------------- ------------------ --------------
<S> <C> <C> <C> <C>
1997 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
$0.001 par value......................... 2,625,000 Shares $7.65 (2) $20,081,250 $5,923.97
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
Common Stock,
$0.001 par value......................... 1,324,942 Shares $0.84 (3) $1,112,951.28 $328.32
Common Stock,
$0.001 par value......................... 5,686,040 Shares $9.00 (4) $51,174,360 $15,096.44
1997 DIRECTORS' STOCK OPTION PLAN
Common Stock,
$0.001 par value......................... 60,000 Shares $11.98 (3) $718,800 $212.05
Common Stock,
$0.001 par value......................... 140,000 Shares $9.00 (4) $1,260,000 $371.70
TOTAL 9,835,982 Shares $74,347,361.28 $21,932.48
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</TABLE>
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(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)
2,500,000 additional shares of Common Stock that will become issuable
under the 1997 Employee Stock Purchase Plan pursuant to a provision
that provides that the number of shares authorized under the 1997
Employee Stock Purchase Plan will automatically increase on the first
trading day of each of the twenty calendar years beginning in 1998 and
ending in 2017. If the number of shares reserved for issuance at such
time is less than one percent of the outstanding Common Stock, then
the number of shares reserved for issuance shall be increased until it
equals one percent of the outstanding Common Stock (up to a maximum of
125,000 in any calendar year), or such lower amount as determined by
the Board of Directors, and (b) 5,000,000 additional shares of Common
Stock that will become issuable under the Amended and Restated 1994
Stock Option Plan pursuant to a provision that provides that the number
of shares authorized under the Amended and Restated 1994 Stock Option
Plan will automatically increase on the first trading day of each of
the ten calendar years beginning in 1998 and ending in 2007, in an
amount equal to three percent of the number of shares of Common Stock
outstanding on December 31 of the immediately preceding calendar year,
up to a maximum of 500,000 shares each year over the ten-year period.
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(2) 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 average of the high
and low sale prices of the Common Stock as reported on The Nasdaq
National Market on January 29, 1998, multiplied by 85%, which is the
percentage of the trading purchase price applicable to purchases under
the referenced Plan.
(3) 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.
(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 average
high and low sale prices of the Common Stock as reported on the Nasdaq
National Market on January 29, 1998.
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 with the Commission on October 2,
1997 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) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997, filed with the Commission on November 13, 1997.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement No. 000-22891 on Form 8-A filed with the
Commission on September 19, 1997 pursuant to Section 12 of the Securities
Exchange Act of 1934 (the "Exchange Act"), 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. Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") authorizes
a court to award or a corporation's Board of Directors to grant indemnification
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Article
VI, Sections 6.1 and 6.2 of the Registrant's Bylaws provides for mandatory
indemnification of its directors and officers and permissible indemnification of
employees to the maximum extent permitted by the DGCL. The Registrant's
Certificate of Incorporation provides that, pursuant to Delaware law, its
directors shall not be liable for monetary damages to the Registrant and its
stockholders for breach of the directors' fiduciary duty. This provision in the
Certificate of Incorporation does not eliminate the directors'
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fiduciary duty, and in appropriate circumstances equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to a
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors which
provide such officers and directors with further indemnification to the maximum
extent permitted by the DGCL.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
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 Ernst & Young, LLP, Independent Auditors
23.3 Consent of KPMG Peat Marwick LLP, Independent Auditors
24.1 Powers of Attorney
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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 matter has 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]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Corixa Corporation, 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 Seattle, State of
Washington, on this 30th day of January, 1998.
Corixa Corporation
By: /s/ Steven Gillis
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Steven Gillis
President and Chief Executive Officer
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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 Ernst & Young, LLP, Independent Auditors
23.3 Consent of KPMG Peat Marwick LLP, Independent Auditors
24.1 Powers of Attorney
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EXHIBIT 5.1
January 30, 1998
Dr. Steven Gillis
Corixa Corporation
1124 Columbia Street, Suite 200
Seattle, Washington 98104
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Corixa Corporation, a Delaware
corporation (the "Company") with the Securities and Exchange Commission on or
about January 30, 1998 in connection with the registration under the Securities
Act of 1933, as amended, of a total of 9,835,982 shares (the "Shares") of the
Company's Common Stock, $0.001 par value, reserved for issuance under the
Company's 1997 Employee Stock Purchase Plan, the Amended and Restated 1994 Stock
Option Plan and the 1997 Directors' Stock Option Plan (collectively, the
"Plans"). As the Company's counsel in connection with this transaction, we have
examined the actions taken and are familiar with the actions proposed to be
taken by the Company in connection with the sale and issuance of the foregoing
Shares under the Plans.
It is our opinion that upon completion of the actions being taken or
contemplated by us, as the Company's counsel, to be taken by the Company prior
to the issuance of the Shares, and upon completion of the actions 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 and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG, LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8), pertaining to the 1997 Employee Stock Purchase Plan, the Amended and
Restated 1994 Stock Option Plan and the 1997 Directors' Stock Option Plan of
Corixa Corporation, of our report dated January 31, 1997 (except Note 11, as to
which the date is September 24, 1997) with respect to the financial statements
of Corixa Corporation for the fiscal year ended December 31, 1996, included in
its Prospectus filed with the Securities and Exchange Commission on October 2,
1997.
/s/ ERNST & YOUNG, LLP
Seattle, Washington
January 30, 1998
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EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Corixa Corporation:
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated April 28, 1995, relating to the statements of
operations, stockholders' equity, and cash flows of Corixa Corporation (a
development stage enterprise) for the period from September 8, 1994 (inception)
through December 31, 1994 which report appears in the Prospectus of Corixa
Corporation filed with the Securities and Exchange Commission on October 2,
1997 (File No. 333-32147) pursuant to Rule 424(b) of the Securities Act.
/s/ KPMG PEAT MARWICK LLP
Seattle, Washington
January 30, 1998
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven Gillis and Michelle Burris,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her 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 attorney-in-facts 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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Steven Gillis President, Chief Executive Officer and January 30, 1998
- ------------------------------------ Director (Principal Executive Officer)
Steven Gillis
/s/ Michelle Burris Chief Financial Officer January 30, 1998
- ------------------------------------ (Principal Financial and Accounting
Michelle Burris Officer)
/s/ Mark McDade Executive Vice President, Chief Operating January 30, 1998
- ------------------------------------ Officer and Director
Mark McDade
/s/ Joseph S. Lacob Chairman of the Board of Directors January 30, 1998
- ------------------------------------
Joseph S. Lacob
/s/ Arnold L. Oronsky Director January 30, 1998
- ------------------------------------
Arnold L. Oronsky
/s/ Andrew E. Senyei Director January 30, 1998
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Andrew E. Senyei
</TABLE>
