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As filed with the Securities and Exchange Commission on February 11, 1999
Registration Nos. 33-44941, 33-52186, 33-70586, 33-95660, 333-33771 and
333-52429
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ANERGEN, INC.
(Exact name of issuer as specified in its charter)
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<S> <C>
Delaware 77-0183594
(State of Incorporation) (I.R.S. Employer Identification No.)
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301 Penobscot Drive
Redwood City, California 94063
(Address of principal executive offices)
1988 STOCK OPTION PLAN
1991 EMPLOYEE STOCK PURCHASE PLAN
1992 CONSULTANT STOCK PLAN
1995 DIRECTOR OPTION PLAN
1996 STOCK PLAN
(Full title of the Plan)
BARRY M. SHERMAN, M.D.
Chief Executive Officer
ANERGEN, INC.
301 Penobscot Drive
Redwood City, California 94063
(650) 361-8901
(Name, address and telephone number of agent for service)
Copies to:
TREVOR J. CHAPLICK, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Aggregate Registration
to be Registered Price Offering Fee
Registered Per Share Price
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N/A* N/A* N/A* N/A* N/A*
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* No additional securities are to be registered, and registration fees were paid
upon filing of the original Registration Statement Nos. 33-44941, 33-52186,
33-70586, 33-95660, 333-33771 and 333-52429. Therefore, no further registration
fee is required.
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Registration Statement Nos. 33-44941, 33-52186, 33-52186, 33-95660,
333-33771 and 33-52429 (the "Registration Statements") covered an aggregate of
4,050,000 shares of Common Stock, $0.001 par value ("Anergen Common Stock"), of
Anergen, Inc., a Delaware corporation ("Anergen"), issuable by the Company
pursuant to the following plans on a delayed or continuous basis: 1988 Stock
Option Plan, 1991 Employee Stock Purchase Plan, 1992 Consultant Stock Plan, 1995
Director Option Plan and 1996 Stock Plan.
On February 10, 1999, pursuant to the terms of an Agreement and Plan of
Reorganization, dated as of December 11, 1998 (the "Merger Agreement"), by and
among Corixa Corporation, a Delaware corporation ("Corixa"), Yakima Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of Corixa
("Merger Sub") and Anergen, Anergen became a wholly-owned subsidiary of Corixa
(the "Merger") and each share of Anergen Common Stock (other than dissenters'
shares and shares owned by Corixa or any direct or indirect wholly-owned
subsidiary of Corixa or Anergen) was converted into .055919 shares of the Common
Stock, par value $0.001 per share, of Corixa. In connection with this
transaction, Anergen has filed a Certification and Notice of Termination of
Registration under 12(g) of the Securities Exchange Act of 1934 to terminate the
registration of Anergen Common Stock.
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended (the "Act") and the undertaking contained in the Registration Statements
pursuant to Item 512(a)(3) of Regulation S-K under the Act, Anergen hereby
removes from registration the shares of Anergen Common Stock that remain unsold
as of the date hereof.
II-2
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Redwood City, California, on February 11, 1999.
ANERGEN, INC.
By: /s/ Barry Sherman
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Barry M. Sherman, M.D.
President and Chief Executive Officer
