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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
OCTOBER 15, 2000
Date of Report (Date of
earliest event reported)
CORIXA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-22891 91-1654387
(State or Other (Commission File No.) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
1124 COLUMBIA STREET, SUITE 200, SEATTLE, WASHINGTON 98104
(Address of Principal Executive Offices) (Zip Code)
(206) 754-5711
(Registrant's Telephone Number, Including Area Code)
NONE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On October 15, 2000, Corixa Corporation, a Delaware corporation, entered
into an Agreement and Plan of Merger with Coulter Pharmaceutical, Inc., a
Delaware corporation, and Clearwater Acquisitions Corporation, a Delaware
corporation and wholly owned subsidiary of Corixa. Pursuant to the merger
agreement and subject to the conditions set forth in the merger agreement
(including approval of the merger agreement by the stockholders of Coulter,
approval of the issuance of shares of common stock by the stockholders of
Corixa, receipt of required regulatory approvals and other customary closing
conditions), Corixa Acquisitions Corporation will merge with and into Coulter.
Coulter will be the surviving corporation and will become a wholly owned
subsidiary of Corixa. At the effective time of the merger, each outstanding
share of Coulter common stock will be exchanged for 1.003 shares of Corixa
common stock. In addition, outstanding options to purchase Coulter common stock
will be assumed by Corixa, and the exercise price and number of shares subject
to each option will be appropriately adjusted to reflect the common stock
exchange ratio.
In connection with the execution of the merger agreement, stockholders of
Corixa who beneficially own in the aggregate approximately 13.1% of Corixa's
voting capital stock and stockholders of Coulter who beneficially own in the
aggregate approximately 18.2% of Coulter's voting capital stock entered into
voting agreements, by which they agreed to vote their shares in favor of the
merger.
Copies of the merger agreement, form of Coulter voting agreement, and form
of Corixa voting agreement are attached as Exhibits 2.1, 10.1, and 10.2, and are
incorporated herein by reference. A copy of the joint press release relating to
the merger is attached as Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
2.1 Agreement and Plan of Merger By and Among Corixa Corporation,
Clearwater Acquisitions Corporation, and Coulter Pharmaceutical,
Inc., Dated October 15, 2000
10.1 Form of Coulter Voting Agreement, Dated October 15, 2000
10.2 Form of Corixa Voting Agreement, Dated October 15, 2000
99.1 Corixa and Coulter Press Release Dated October 16, 2000
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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: October 16, 2000 By /s/ Michelle Burris
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Name: Michelle Burris
Its: Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Merger By and Among Corixa Corporation,
Clearwater Acquisitions Corporation, and Coulter
Pharmaceutical, Inc., Dated October 15, 2000
10.1 Form of Coulter Voting Agreement, Dated October 15, 2000
10.2 Form of Corixa Voting Agreement, Dated October 15, 2000
99.1 Corixa and Coulter Press Release Dated October 16, 2000
