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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COULTER PHARMACEUTICAL, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 2834 94-3219075
(State or other jursidiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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550 California Avenue, Suite 200
Palo Alto, California 94306-1440
(650) 842-7500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Michael F. Bigham
President and Chief Executive Officer
Coulter Pharmaceutical, Inc.
550 California Avenue, Suite 200
Palo Alto, California 94306-1440
(650) 842-7300
(Name, address and telephone number of agent for service)
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Copies to:
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James C. Kitch, Esq. Alan K. Austin, Esq.
John A. Dado, Esq. Elizabeth R. Flint, Esq.
Cooley Godward LLP Wilson Sonsini Goodrich & Rosati
Five Palo Alto Square Professional Corporation
3000 El Camino Real 650 Page Mill Road
Palo Alto, California 94306 Palo Alto, California 94304
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Approximate date of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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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. [X] 333-58829
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
To be registered Registered (1) Price Per Share Offering Price Registration Fee
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Common Stock,
$0.001 par value 460,000 $25.00 $11,500,000 $3,393
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(1) Includes 60,000 shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.
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Explanatory Note
This registration statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3. Incorporated by reference herein is, in its
entirety, the Registration Statement on Form S-3 (File No. 333-58829) of Coulter
Pharmaceutical, Inc., which was declared effective by the Securities and
Exchange Commission on July 30, 1998.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palo Alto, County of
Santa Clara, State of California, on the 30th day of July, 1998.
COULTER PHARMACEUTICAL, INC.
By: /s/ WILLIAM G. HARRIS
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William G. Harris
Vice President and Chief
Financial Officer (Principal
Financial Officer)
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Signature Title Date
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/s/ MICHAEL F. BIGHAM* President, Chief Executive Officer July 30, 1998
------------------------------------- and Director (Principal Executive
Michael F. Bigham Officer)
/s/ WILLIAM G. HARRIS Vice President and Chief Financial July 30, 1998
------------------------------------- Officer (Principal Financial and
William G. Harris Accounting Officer)
/s/ BRIAN G. ATWOOD* Director July 30, 1998
-------------------------------------
Brian G. Atwood
/s/ DONALD L. LUCAS* Director July 30, 1998
-------------------------------------
Donald L. Lucas
/s/ ROBERT MOMSEN* Director July 30, 1998
-------------------------------------
Robert Momsen
/s/ ARNOLD ORONSKY* Director July 30, 1998
-------------------------------------
Arnold Oronsky
/s/ SUE VAN* Director July 30, 1998
-------------------------------------
Sue Van
/s/ GEORGE J. SELLA JR.* Director July 30, 1998
-------------------------------------
George J. Sella, Jr.
/s/ JOSEPH R. COULTER, III* Director July 30, 1998
-------------------------------------
Joseph R. Coulter, III
*By: /s/ WILLIAM G. HARRIS
----------------------------
William G. Harris
Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
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Exhibit 5.1
[COOLEY GODWARD LLP LETTERHEAD]
July 31, 1998
Coulter Pharmaceutical, Inc.
550 California Avenue, Suite 200
Palo Alto, California 94306-1440
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Coulter Pharmaceutical, Inc. (the "Company") of a
Post-Effective Amendment, pursuant to Rule 462(b), to the Registration
Statement on Form S-3 filed with the Securities and Exchange Commission on July
10, 1998, as amended (the "Registration Statement"). The Post-Effective
Amendment covers the offering of up to Four Hundred Sixty Thousand (460,000)
shares of the Company's Common Stock, $.001 par value (the "Shares").
In connection with this opinion, we have (i) examined the Registration
Statement and related Prospectus, your Amended and Restated Certificate of
Incorporation and Bylaws, as amended, and such other documents, records,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below, (ii) assumed
that the Amended and Restated Certificate of Incorporation, as set forth in
Exhibit 3.1 of the Registration Statement, shall have been duly approved and
filed with the office of the Delaware Secretary of State, and (iii) assumed
that the shares of Common Stock will be sold by the Underwriters at the price
established by the Pricing Committee of the Board of Directors of the Company.
We have assumed the genuineness and authenticity of all documents submitted to
us as originals, the conformity to originals of all documents submitted to us
as copies thereof, and the due execution and delivery of all documents where
due execution and delivery are a requisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid, and
nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ James C. Kitch
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James C. Kitch
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" and to the use of our report dated
January 26, 1998 with respect to the consolidated financial statements of
Coulter Pharmaceutical, Inc. in the Registration Statement (Form S-3) and
related Prospectus of Coulter Pharmaceutical, Inc. for the registration of
460,000 shares of its common stock.
/s/ Ernst & Young LLP.
Palo Alto, California
July 30, 1998
