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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 30, 1999
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Date of Report (Date of earliest
event reported)
CORIXA CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 0-22891 91-1654387
------------------------------------ --------------------------------- ---------------------------------
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
</TABLE>
1124 COLUMBIA STREET, SUITE 200, SEATTLE, WASHINGTON 98104
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(Address of Principal Executive Offices) (Zip Code)
(206) 754-5711
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(Registrant's Telephone Number, Including Area Code)
NONE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On October 6, 1999, Corixa Corporation, a Delaware corporation acquired
Ribi ImmunoChem Research, Inc., a Delaware corporation, by the statutory merger
of Ribi into Corixa. On October 21, 1999, Corixa filed a Current Report on Form
8-K announcing the acquisition and including certain historical and pro forma
financial information regarding Ribi and Corixa. The purpose of this Current
Report is to update the historical financial information regarding Ribi.
Unaudited financial statements of Ribi as of September 30, 1999 are attached to
and filed with this report.
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.
CORIXA CORPORATION
Dated: November 3, 2000 By /s/ Michelle Burris
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Name: Michelle Burris
Its: Vice President and
Chief Financial Officer
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RIBI IMMUNOCHEM RESEARCH, INC.
CONDENSED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
-------- --------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 893 $ 458
Available-for-sale investment securities 7,983 12,767
Accounts receivable 341 1,302
Inventories 1,423 1,185
Other current assets 314 213
-------- --------
Total current assets 10,954 15,925
Property, plant and equipment, net 11,630 11,738
Deposits 1,635 1,568
Other assets, net 618 597
-------- --------
$ 24,837 $ 29,828
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 452 $ 275
Accrued expenses 985 793
Deferred revenue 2,846 3,160
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Total current liabilities 4,283 4,228
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Stockholders' equity:
Preferred stock 1 1
Common stock 21 20
Additional paid-in capital 75,715 75,446
Accumulated other comprehensive (loss) income (39) 7
Accumulated deficit (55,144) (49,874)
-------- --------
Total stockholders' equity 20,554 25,600
-------- --------
$ 24,837 $ 29,828
======== ========
</TABLE>
See accompanying notes.
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<PAGE> 4
RIBI IMMUNOCHEM RESEARCH, INC.
CONDENSED STATEMENTS OF OPERATIONS
(In Thousands Except per Share Data)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------
1999 1998
-------- --------
<S> <C> <C>
Revenue:
Sales $ 1,488 $ 1,881
Contracts and licenses 2,290 2,158
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Total revenues 3,778 4,039
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Operating expenses:
Purchases and production costs 1,262 1,250
Research and development 4,893 5,722
Selling, general and administrative 3,052 3,100
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Total operating expenses 9,207 10,072
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Loss from operations (5,429) (6,033)
Investment income 454 550
Other income, net (14) (2)
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Net loss (4,989) (5,485)
Accretion of liquidation preference on
preferred stock (281) (85)
Net loss applicable to common stockholders $ (5,270) $ (5,570)
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Basic and diluted net loss per share $ (.25) $ (.27)
======== ========
Shares used in computation of basic and
diluted net loss per share applicable to
common stockholders 20,796 20,317
======== ========
</TABLE>
See accompanying notes.
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RIBI IMMUNOCHEM RESEARCH, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (4,989) $ (5,485)
Adjustments to reconcile net loss to
cash used by operating activities:
Depreciation and amortization 871 784
Common stock grants 4 4
Compensation relating to stock options 11 14
Discount accretion and investment losses, net 82 23
Asset sales and abandoned patents 25 23
Changes in operating assets and liabilities 677 1,652
-------- --------
Net cash used by operating activities (3,319) (2,985)
-------- --------
Cash flows from investing activities:
Capital expenditures (737) (1,026)
Payments for deposits and other assets (78) (1,599)
Proceeds from sale of assets 5 5
Proceeds from maturities and sales of
available-for-sale investment securities 7,075 12,393
Purchases of available-for-sale investment securities (2,511) (13,645)
-------- --------
Net cash provided by (used in) investing activities 3,754 (3,872)
-------- --------
Cash flows from financing activities:
Proceeds from sale of preferred stock, net -- 7,718
Proceeds from exercise of options -- 36
-------- --------
Net cash provided by financing activities -- 7,754
-------- --------
Net change in cash and cash equivalents 435 897
Cash and cash equivalents at beginning of period 458 1,224
-------- --------
Cash and cash equivalents at end of period $ 893 $ 2,121
======== ========
Significant noncash financing activities:
Issuance of common stock on conversion of
convertible preferred stock $ 1,829 $ --
======== ========
</TABLE>
See accompanying notes
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RIBI IMMUNOCHEM RESEARCH, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. Inventories
Inventories are as follows (in thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
<S> <C> <C>
Raw materials $ 252 112
Work in process 1,094 1,024
Finished goods 77 49
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$1,423 $1,185
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</TABLE>
2. Commitments and Contingencies
GROUNDWATER CONTAMINATION
In March 1999, the Montana Department of Environmental Quality
(DEQ) notified Ribi ImmunoChem Research, Inc. (Ribi), which merged with
Corixa in October 1999, the National Institute of Health (NIH) and the
Bitterroot Valley Sanitary Landfill that they had been identified as
potentially responsible parties, and were therefore jointly and
severally liable for groundwater contamination at a landfill in Ravalli
County, Montana. The NIH voluntarily initiated and completed work
pursuant to an interim remediation plan approved by the DEQ. In August
1995, the DEQ announced that it had approved a second interim action in
the vicinity of the landfill that was voluntarily conducted by the NIH,
which involved installing individual replacement and new wells.
The DEQ initiated an action in April 1997 in the state district
court in Lewis and Clark County, Montana against Ribi, the landfill and
the owners of the landfill, seeking recovery of alleged past costs
associated with its oversight activities and a declaratory judgment
finding the parties liable for future oversight costs, as well as civil
penalties in the event the parties fail to comply. The state action has
been stayed pending outcome of the federal action described below.
In April 1998, Ribi received notice that the United States, acting
on behalf of the Department of Health and Human Services, which oversees
the NIH, had filed suit in the United States district court, seeking
contribution from Ribi of an equitable share of past and future response
costs incurred by the NIH in connection with the remediation at and near
the landfill.
In September 1998, the United States Department of Environmental
Quality filed a complaint in the United States district court under the
Federal Comprehensive Environmental Response, Compensation and Liability
Act (CERCLA) against Ribi, the landfill and the owners of the landfill,
seeking recovery of alleged past costs associated with its oversight
activities plus interest and attorneys' fees and costs, as well as a
declaratory judgment finding the parties liable for future response
costs.
We have initiated settlement discussions with the federal
government and the state of Montana. We currently believe that a
settlement can be reached with the federal government and the state of
Montana releasing us from past and future liability related to the
Bitterroot Landfill.
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3. Conversion of Preferred Stock
Pursuant to a 1998 agreement with RGC International Investors, LDC,
1,000 shares of preferred stock were converted into 666,214 shares of
common stock during the second quarter of 1999. During the third quarter
of 1999, RGC converted an additional 750 shares of preferred stock into
444,483 shares of common stock. At September 30, 1999, there were 6,490
shares of preferred stock outstanding, which were convertible into
common stock at the lower of $6.04 per share or a per share market price
based on average market bid prices for three consecutive trading days
during the 22 trading days prior to the date of conversion.
4. Merger with Corixa Corporation
On October 6, 1999, Corixa Corporation acquired all of the
outstanding shares of Ribi.
5. Comprehensive Loss
Total comprehensive loss for Ribi consists of the sum of the net
loss and unrealized gains and losses on available-for-sale investment
securities. For the nine months ended September 30, 1999 and 1998, total
comprehensive loss was $5,068,000 and $5,390,000, respectively.
