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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 2000
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
----------------------
CORIXA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
DELAWARE 91-1654387
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
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1124 COLUMBIA STREET, SUITE 200
SEATTLE, WASHINGTON 98104-2040
(Address of Principal Executive Offices, Including Zip Code)
COULTER PHARMACEUTICAL, INC. 1995 EQUITY INCENTIVE PLAN
COULTER PHARMACEUTICAL, INC. 1996 EQUITY INCENTIVE PLAN
COULTER PHARMACEUTICAL, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
STEVEN GILLIS, PH.D.
CHIEF EXECUTIVE OFFICER
CORIXA CORPORATION
1124 COLUMBIA STREET, SUITE 200
SEATTLE, WASHINGTON 98104-2040
(206) 754-5711
(Name, Address and Telephone Number, Including Area Code, of Agent
for Service)
----------------------
COPY TO:
STEPHEN M. GRAHAM
ORRICK, HERRINGTON & SUTCLIFFE LLP
701 FIFTH AVENUE, SUITE 6500
SEATTLE, WASHINGTON 98104
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(CALCULATION OF REGISTRATION FEE ON FOLLOWING PAGE)
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CALCULATION OF REGISTRATION FEE
----------------------------------------- ------------- ------------------- ------------------- -------------
NUMBER TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED (1) PER SHARE(2) OFFERING PRICE(2) FEE
----------------------------------------- ------------- ------------------- ------------------- -------------
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COMMON STOCK, $.001 PAR VALUE, SUBJECT TO
OUTSTANDING OPTIONS GRANTED UNDER:
----------------------------------------- ------------- ------------------- ------------------- -------------
COULTER PHARMACEUTICAL, INC. 1995
EQUITY INCENTIVE PLAN 327,214 $ 2.2257 $ 728,281 $ 183
----------------------------------------- ------------- ------------------- ------------------- -------------
COULTER PHARMACEUTICAL, INC. 1996
EQUITY INCENTIVE PLAN 3,969,932 $ 21.9854 $ 87,280,543 21,821
----------------------------------------- ------------- ------------------- ------------------- -------------
COMMON STOCK, $.001 PAR VALUE,
AUTHORIZED BUT NOT GRANTED UNDER:
----------------------------------------- ------------- ------------------- ------------------- -------------
COULTER PHARMACEUTICAL, INC. 1996
EQUITY INCENTIVE PLAN 1,317,389 $ 23.3750 $ 30,793,968 7,699
----------------------------------------- ------------- ------------------- ------------------- -------------
COULTER PHARMACEUTICAL, INC. 1996
EMPLOYEE STOCK PURCHASE PLAN 152,548 $ 23.3750 $ 3,565,810 892
----------------------------------------- ------------- ------------------- ------------------- -------------
TOTAL: 5,767,083 $ 30,595
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(1) This registration statement shall also cover any additional shares of
common stock that may become issuable under the plans being registered
hereby as a result of any future stock split, stock dividend,
recapitalization or similar adjustment effected without the receipt of
consideration that results in an increase in the number of outstanding
shares of the registrant's common stock.
(2) 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 outstanding options is based upon the weighted average
exercise price of the options covered under each plan. The computation
with respect to unissued options is based upon the average of the high
and low sales prices of the registrant's common stock as reported on the
Nasdaq National Market on December 22, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The registrant hereby incorporates by reference into this registration
statement the following documents filed with the Securities and Exchange
Commission (the "SEC"):
(a) The registrant's annual report on Form 10-K/A filed with the SEC on
March 31, 2000 for the year ended December 31, 1999, which contains audited
financial statements for the registrant's latest fiscal year for which audited
financial statements have been filed;
(b) The registrant's quarterly reports on Form 10-Q for the quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000;
(c) The registrant's current reports on Form 8-K filed on (i) August 9,
1999, (ii) October 21, 1999, (iii) August 28, 2000, as amended by Form 8-K/A
filed on October 31, 2000, (iv) October 16, 2000, (v) November 3, 2000, and (vi)
December 29, 2000; and
(d) The description of the registrant's common stock contained in the
registrant's registration statement on Form 8-A, filed with the SEC on September
27, 1997, including any amendment or report filed for the purpose of updating
that description.
The registrant also incorporates by reference into this registration
statement all documents filed by the registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the date of this registration statement and before the filing of a
post-effective amendment that indicates that all securities offered by this
registration statement have been sold or that deregisters all securities covered
then remaining unsold under this registration statement. The most recent
information filed with the SEC automatically updates and supersedes older
information. The information contained in any such filing will be deemed to be a
part of this registration statement as of the date on which the document is
filed, and any older information that has been modified or superseded will not
be deemed to be part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
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 on terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933
(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
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incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary 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 director with further indemnification to the maximum extent
permitted by the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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Exhibit
Number Description
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5.1 Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality
of the common stock being registered.
23.1 Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit
5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors (regarding Corixa
Corporation's consolidated financial statements).
23.3 Consent of Ernst & Young LLP, Independent Auditors (regarding Coulter
Pharmaceutical, Inc.'s consolidated financial statements).
23.4 Consent of KPMG LLP, Independent Auditors (regarding Ribi ImmunoChem,
Inc.'s financial statements).
24.1 Power of Attorney (included on signature page).
99.1 Coulter Pharmaceutical, Inc. 1995 Equity Incentive Plan.
99.2 Coulter Pharmaceutical, Inc. 1996 Equity Incentive Plan.
99.3 Coulter Pharmaceutical, Inc. 1996 Employee Stock Purchase Plan.
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ITEM 9. UNDERTAKINGS
A. 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 this registration statement or any material change to such
information in this registration statement.
(2) That, for the purpose 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.
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(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.
B. 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
C. Insofar as 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 SEC 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 the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 29th day of
December, 2000.
CORIXA CORPORATION
/s/ STEVEN GILLIS
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By: Steven Gillis
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Steven Gillis and Michelle Burris or either of them, as attorneys-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on this 29th day of December, 2000.
SIGNATURE TITLE
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/s/ STEVEN GILLIS Chief Executive Officer and Chairman of the
---------------------------------- Board (Principal Executive Officer)
Steven Gillis
/s/ MICHELLE BURRIS Vice President Finance and Administration
---------------------------------- and Chief Financial Officer (Principal
Michelle Burris Financial and Accounting Officer)
/s/ MICHAEL BIGHAM Vice Chairman of the Board
----------------------------------
Michael Bigham
/s/ MARK McDADE Chief Operating Officer and Director
----------------------------------
Mark McDade
/s/ JOSEPH LACOB Director
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Joseph Lacob
/s/ ARNOLD ORONSKY Director
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Arnold Oronsky
/s/ JAMES YOUNG Director
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James Young
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/s/ RICHARD MOMSEN Director
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Richard Momsen
/s/ SAMUEL SAKS Director
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Samuel Saks
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INDEX TO EXHIBITS
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Exhibit
Number Description
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5.1 Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality
of the common stock being registered.
23.1 Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit
5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors (regarding Corixa
Corporation's consolidated financial statements).
23.3 Consent of Ernst & Young LLP, Independent Auditors (regarding Coulter
Pharmaceutical, Inc.'s consolidated financial statements).
23.4 Consent of KPMG LLP, Independent Auditors (regarding Ribi ImmunoChem,
Inc.'s financial statements).
24.1 Power of Attorney (included on signature page).
99.1 Coulter Pharmaceutical, Inc. 1995 Equity Incentive Plan.
99.2 Coulter Pharmaceutical, Inc. 1996 Equity Incentive Plan.
99.3 Coulter Pharmaceutical, Inc. 1996 Employee Stock Purchase Plan.
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