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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
DECEMBER 29, 2000
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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
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
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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 December 29, 2000, Corixa Corporation, a Delaware corporation (the
"Company") announced that it had drawn down the remaining $37.5 million on a $50
million equity line of credit (the "Equity Line of Credit") originally entered
into with Castle Gate, L.L.C., a Washington limited liability company ("Castle
Gate") on April 8, 1999. Upon draw down of the funds under the Equity Line of
Credit, the Company issued to Castle Gate shares of Series B Preferred Stock
("Series B Preferred") at a price of $1,000 per share and warrants to purchase
shares of the Company's Common Stock ("Common Stock").
The Series B Preferred has an annual cumulative dividend of 5% and may
be paid, at the Company's option, in cash or in shares of the Company's Common
Stock. The Series B Preferred may be converted at the option of Castle Gate at
any time following issuance thereof. Shares of Series B Preferred that have been
outstanding for at least four years will be converted into Common Stock
automatically on the fourth anniversary or any subsequent anniversary of the
issuance of such shares in the event Castle Gate would receive a specified
return on its equity investment. Additionally, any shares of Series B Preferred
that have not been converted previously will be converted automatically on the
seven-year anniversary of the initial issuance of such shares of Series B
Preferred. Other rights, preferences and privileges of the Series B Preferred
are set forth in the Certificate of Designation filed by the Company with the
Secretary of State of Delaware on December 29, 2000 (the "Certificate of
Designation"), a copy of which is attached hereto as an exhibit.
The Company consummated the draw-down under the Equity Line of Credit of
$37.5 million (the "Draw") and issued Castle Gate 37,500 shares of Series B
Preferred and a warrant to purchase up to 50,000 shares of Common Stock (the
"Additional Warrant") at an exercise price of $18.22 pursuant to two amendments
to the Equity Line of Credit, the first dated December 21, 2000 (the "First
Amendment") and the second dated December 29, 2000 (the "Second Amendment"). In
addition, the 187,500 shares issuable under warrant CG-1 (the "Existing
Warrant"), the form of which was previously filed by the Company with the
Securities and Exchange Commission (the "Commission"), also vested at an
exercise price of $18.22. The exercise price for the Additional Warrant and the
Existing Warrant was derived in accordance with the terms of the Existing
Warrant. The conversion price for the Series B Preferred issued in the Draw is
$25.58 per share. The form of the Additional Warrant is attached hereto as an
exhibit.
The above description of the Equity Line of Credit with Castle Gate is a
summary and as such is not intended to be complete, and is subject to and
qualified by reference to the Certificate of Designation, the First Amendment,
the Second Amendment and the Additional Warrants, each of which is incorporated
by reference and attached hereto as an exhibit. Additionally, other documents
concerning the Equity Line of Credit were filed by the Company pursuant to the
Securities Exchange Act of 1934, as amended, with the Commission on the Form 8-K
filed April 23, 1999.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
Exhibit 4.1 Certificate of Designation of Corixa Corporation
Exhibit 4.2* First Amendment dated December 21, 2000 to the Equity Line
of Credit and Securities Purchase Agreement entered into as of
April 8, 1999, by and among Corixa and Castle Gate
Exhibit 4.3* Second Amendment dated December 29, 2000 to the Equity Line
of Credit and Securities Purchase Agreement entered into as of
April 8, 1999, by and among Corixa and Castle Gate
Exhibit 4.4* Warrant Number CG-5 issued by Corixa to Castle Gate on December
29, 2000
Exhibit 99.1 Company press release dated December 29, 2000, announcing
Corixa's draw down of the remaining $37.5 million under the
Equity Line of Credit and Securities Purchase Agreement entered
into as of April 8, 1999, by and among Corixa and Castle Gate
*Confidential treatment requested for portions of these documents.
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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: January 4, 2001 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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4.1 Certificate of Designation of the Corixa
4.2* First Amendment dated December 21, 2000 to the Equity line
of Credit and Securities Purchase Agreement entered into
as of April 8, 1999, by and among Corixa and Castle Gate
4.3* Second Amendment dated December 29, 2000 to the Equity
Line of Credit and Securities Purchase Agreement entered
into as of April 8, 1999, by and among Corixa and Castle
Gate
4.4* Warrant Number CG-5 issued by the Corixa to Castle Gate
on December 29, 2000
99.1 Company press release dated December 29, 2000, announcing
the Corixa's draw down of the remaining $37.5 million
under the Equity Line of Credit and Securities Purchase
Agreement entered into as of April 8, 1999, by and among
Corixa and Castle Gate
*Confidential treatment requested for portions of these documents.
