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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2000
REGISTRATION NO. 333-31908
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORIXA CORPORATION
(EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 91-1654387
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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1124 COLUMBIA STREET, SUITE 200
SEATTLE, WASHINGTON 98104
(206) 754-5711
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
COMPANY'S PRINCIPAL EXECUTIVE OFFICES)
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STEVEN GILLIS, PH.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
1124 COLUMBIA STREET, SUITE 200
SEATTLE, WASHINGTON 98104
(206) 754-5711
(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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<S> <C>
MARK J. HANDFELT WILLIAM T. WHELAN, ESQ.
DAVID R. YOUNG MICHAEL R. HARRINGTON, ESQ.
CHARLES P. CARTER MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
SOFIA MICHELAKIS ONE FINANCIAL CENTER
VENTURE LAW GROUP BOSTON, MA 02111
A PROFESSIONAL CORPORATION
4750 CARILLON POINT
KIRKLAND, WA 98033
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: APRIL 7, 2000
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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. [ ] ________
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. [ ]
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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Corixa hereby withdraws from registration 185,000 shares of our common stock
registered to cover an over-allotment option granted to the underwriters for the
purchase of up to 285,000 shares of our common stock, which option was not
exercised in full and has expired. The option was exercised for 100,000 shares,
all of which were sold by the selling stockholders. The Registration Statement
is hereby amended, as appropriate, to reflect the expiration of such option.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this amendment to this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Seattle, State of Washington, on the 17th day of May 2000.
CORIXA CORPORATION
By: *
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Steven Gillis, Ph.D.
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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* Chairman, Chief Executive Officer and May 17, 2000
- ------------------------------------- Director (Principal Executive Officer)
Steven Gillis, Ph.D.
* Vice President and Chief Financial Officer May 17, 2000
- ------------------------------------- (Principal Financial and Accounting Officer)
Michelle Burris
* President, Chief Operating Officer and May 17, 2000
- ------------------------------------- Director
Mark McDade
* Director May 17, 2000
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Joseph S. Lacob
* Director May 17, 2000
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Arnold L. Oronsky, Ph.D.
* Director May 17, 2000
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Andrew E. Senyei, M.D.
*By: /s/ KATHLEEN MCKEREGHAN
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Kathleen McKereghan
Attorney-in-Fact
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