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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Coulter Pharmaceutical, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)
222116105
---------
(CUSIP Number)
Michael F. Bigham
President and Chief Executive Officer
Coulter Pharmaceutical, Inc.
600 Gateway Boulevard
South San Francisco, California 94080-7014
(650) 553-2000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 15, 2000
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l9(e), 13d-1(f) or Rule 13(g), check the following
box [ ].
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SCHEDULE 13D
CUSIP NO. 222116105
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CORIXA CORPORATION
91-1654387
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 3,681,315(1)
REPORTING -------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,681,315(1)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.8%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
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2
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SCHEDULE 13D
CUSIP NO. 222116105
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEVEN GILLIS
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
-------------------------------- -----------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 3,681,315(1)
REPORTING -------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,681,315(1)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.8%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
3
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SCHEDULE 13D
CUSIP NO. 222116105
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHELLE BURRIS
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 3,681,315(1)
REPORTING -------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,681,315(1)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.8%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
(1) See Items 4 and 5 hereof.
4
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SCHEDULE 13D STATEMENT
This statement on Schedule 13D, filed by Corixa Corporation, a Delaware
corporation ("Corixa"), Steven Gillis ("Gillis"), an individual who is a United
States citizen, and Michelle Burris ("Burris"), an individual who is a United
States citizen, is filed pursuant to Section 13(d) of the Securities Exchange
Act of 1934, as amended. Corixa, Gillis, and Burris are each referred herein as
a "Reporting Person" and collectively as the "Reporting Persons". This statement
is being jointly filed by the Reporting Persons pursuant to a joint filing
agreement filed as Exhibit 1 hereto.
ITEM 1 - SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, par value $0.001 per share (the "Shares" or the
"Issuer Common Stock"), of Coulter Pharmaceutical, Inc., a Delaware corporation
(the "Issuer"). The principal executive office of the Issuer is located at 600
Gateway Boulevard, South San Francisco, California 94080.
ITEM 2 - IDENTITY AND BACKGROUND
(a)-(c) Corixa is a biotechnology company that applies its advanced
immunological expertise and proprietary technology platforms to discover and
optimize vaccines and other antigen or adjuvant-based products. The principal
business address of Corixa is located at 1124 Columbia Street, Suite 200,
Seattle, Washington 98104. To the best of Corixa's knowledge as of the date
hereof, the name, business address, present principal occupation or employment
of each executive officer and director of Corixa, and the name, principal
business and address of any corporation or other organization in which such
employment is conducted is set forth in Schedule I hereto. The information
contained in Schedule I is incorporated herein by reference.
Gillis is the Chief Executive Officer of Corixa. Burris is a Vice
President and the Chief Financial Officer of Corixa. The principal business
address for each of them is 1124 Columbia Street, Suite 200, Seattle, Washington
98104.
(d) During the last five years, none of the Reporting Persons, and, to
the knowledge of the Reporting Persons, none of the other persons listed on
Schedule I attached hereto, has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons, and, to
the knowledge of the Reporting Persons, none of the other persons listed on
Schedule I attached hereto, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
(f) Corixa is organized under the laws of Delaware. Each director and
executive officer of Corixa, including Steven Gillis and Michelle Burris, is a
citizen of the United States.
5
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ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Corixa entered into the Merger Agreement providing for the merger (the
"Merger") of Clearwater Acquisitions Corporation ("Clearwater") with and into
the Issuer with the Issuer as the surviving corporation, pursuant to which each
outstanding Share will be converted into the right to receive 1.003 shares of
common stock, par value $0.001 per share, of Corixa. The Merger is subject to
the approval of the issuance of Corixa common stock in the Merger by Corixa's
stockholders, the approval of the Merger by the Issuer's stockholders and the
satisfaction or waiver of certain other conditions as more fully described in
the Merger Agreement.
As a further inducement for Corixa to enter into the Merger Agreement
and in consideration thereof, Michael F. Bigham; The Michael F. Bigham Trust;
The Bigham Partnership; Brent G. Atwood; Brentwood Associates VII, L.P.; Joseph
R. Coulter, III; The Joseph R. Coulter, Jr. Trust; JRC Investment L.P.; Donald
L. Lucas; The Donald L. Lucas & Lygia S. Lucas Trust; The Donald L. Lucas Profit
Sharing Trust; Coral Management Partners IV; Robert Momsen; InterWest Partners
V, L.P.; InterWest Investors V; George J. Sella, Jr.; Samuel R. Saks, M.D.;
Dwayne M. Elwood; William G. Harris; Arlene M. Morris; Dan Schochat; and
Geoffrey T. Yarranton (collectively, the "Stockholders"), each entered into a
Voting Agreement (collectively the "Voting Agreements"), each dated as of
October 15, 2000, with Corixa whereby each Stockholder agreed to vote all of the
Shares beneficially owned by such stockholder in favor of approval and adoption
of the Merger Agreement. Corixa did not pay additional consideration to any
Stockholder in connection with the execution and delivery of the Voting
Agreements.
Pursuant to the Voting Agreements, the Stockholders granted an
irrevocable proxy to Gillis and Burris (collectively, the "Proxy Holders") to
vote their Shares at any meeting of stockholders or to act by written consent at
any time prior to the earlier of the termination of the Merger Agreement and the
effective time of the Merger, in favor of adoption of the Merger Agreement or
against any action that is inconsistent with the Merger or could adversely
affect the Merger.
References to, and descriptions of, the Merger Agreement and the Voting
Agreements, respectively, as set forth above in this Item 3, are qualified in
their entirety by reference to the copies of the Merger Agreement and the form
of Voting Agreement, respectively, included as Exhibits 2 and 3, respectively,
to this Schedule 13D, and are incorporated in this Item 3 in their entirety,
respectively, where such references and descriptions appear.
ITEM 4 - PURPOSE OF TRANSACTION
(a)-(j) The information set forth, or incorporated by reference, in Item
3 is hereby incorporated herein by reference.
Pursuant to the Voting Agreements, the Stockholders have agreed to vote
all of the Shares beneficially owned by them in favor of the approval and
adoption of the Merger Agreement. The Voting Agreements terminate upon the
earlier to occur of the completion of the Merger or the termination of the
Merger Agreement. The name of each Stockholder and the number of outstanding
shares of Issuer Common Stock held by each Stockholder are set forth on Schedule
II hereto, which is incorporated herein by reference.
The purpose of the Voting Agreements is to facilitate consummation of
the Merger.
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Upon consummation of the Merger as contemplated by the Merger Agreement,
(a) Clearwater will be merged into the Issuer, (b) the Certificate of
Incorporation and Bylaws of the Issuer will be replaced by the Certificate of
Incorporation and Bylaws of Clearwater, (c) the directors and officers of
Clearwater will be the directors and officers of the Issuer, (d) the Shares will
cease to be authorized for listing on the Nasdaq National Market and (e) the
Shares will become eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended.
References to, and descriptions of, the Merger Agreement and the Voting
Agreements as set forth above in this Item 4 are qualified in their entirety by
reference to the copies of the Merger Agreement and the form of Voting
Agreement, included as Exhibits 2 and 3, to this Schedule 13D, and are
incorporated in this Item 4 in their entireties, where such references and
descriptions appear.
ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of entering into the Voting Agreements, the Reporting
Persons may be deemed to own beneficially 3,681,315 Shares of the Issuer Common
Stock, or approximately 18.8% of the Issuer Common Stock, based on the number of
Shares outstanding on October 13, 2000, as represented by the Issuer in the
Merger Agreement.
(b) By virtue of the Voting Agreements, the Reporting Persons may be
deemed to share with the respective Stockholders the power to vote Shares of the
Issuer Common Stock subject to the Voting Agreements. However, the Reporting
Persons (i) are not entitled to any rights as a stockholder of Issuer as to the
Shares covered by the Voting Agreements and (ii) disclaim any beneficial
ownership of the Shares of the Issuer Common Stock that are covered by the
Voting Agreements. See the information in Item 2 with respect to the
Stockholders and the information in Items 3 and 4 with respect to the Voting
Agreements, which information is incorporated herein by reference.
(c) None of the Reporting Persons, and, to the knowledge of the
Reporting Persons, none of the other persons listed on Schedule I hereto, has
engaged in any transaction in any Shares of the Issuer Common Stock during the
60 day period immediately preceding the date hereof except as described herein.
(d) No other person is known by the Reporting Persons to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Issuer Common Stock obtainable by the Reporting Persons.
(e) Not applicable.
Reference to, and descriptions of, the Merger Agreement and Voting
Agreements as set forth in this Item 5, are qualified in their entirety by
reference to the copies of the Merger Agreement and the form of Voting Agreement
included as Exhibits 2 and 3 to this Schedule 13D, and are incorporated in this
Item 5 in their entireties where such references and descriptions appear.
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ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information set forth, or incorporated by reference, in Items 3
through 5 is hereby incorporated herein by reference. Copies of the Merger
Agreement and the form of Voting Agreement are included as Exhibits 2 and 3 to
this Schedule 13D. Arnold Oronsky is a member of the board of directors of
Corixa and of the board of directors of the Issuer. Except as described in this
Schedule 13D, none of the Reporting Persons nor, to the knowledge of the
Reporting Persons, any executive officer or director of Corixa has any other
contracts, arrangements, understandings or relationship (legal or otherwise)
among the persons named in Item 2 above and between any such persons and any
person with respect to any securities of the Issuer.
ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT DESCRIPTION
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1. Joint Filing Agreement, dated October 25, 2000, among Corixa
Corporation and the Proxy Holders
2. Agreement and Plan of Merger, dated as of October 15, 2000, by
and among Corixa Corporation, Clearwater Acquisitions Corporation
and Coulter Pharmaceutical, Inc. (without exhibits).
3. Form of Voting Agreement
8
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 25, 2000 CORIXA CORPORATION
By: /s/ MICHELLE BURRIS
---------------------------------
Name: Michelle Burris
Title: Vice President and Chief
Financial Officer
/s/ STEVEN GILLIS
---------------------------------
Steven Gillis
/s/ MICHELLE BURRIS
---------------------------------
Michelle Burris
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
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SCHEDULE I
The following sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
Corixa. Except as indicated below, each such person is a U.S. citizen, and the
business address of each such person is 1124 Columbia Street, Suite 200,
Seattle, Washington 98104.
BOARD OF DIRECTORS
<TABLE>
<CAPTION>
NAME AND TITLE PRESENT PRINCIPAL OCCUPATION
-------------- ----------------------------
<S> <C>
Steven Gillis, Ph.D, Chairman of the Board Chief Executive Officer, Corixa Corporation
Mark McDade President and Chief Operating Officer, Corixa
Corporation
Joseph S. Lacob Partner, Kleiner Perkins Caufield & Byers
Arnold Oronsky, Ph.D. General Partner, InterWest Partners
James W. Young, Ph.D. Chief Executive Officer, Sunesis Pharmaceuticals
</TABLE>
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
<TABLE>
<CAPTION>
NAME AND TITLE PRESENT PRINCIPAL OCCUPATION
-------------- ----------------------------
<S> <C>
Steven Reed, Ph.D. Executive Vice President and Chief Scientific Officer
Kenneth Grabstein, Ph.D. Executive Vice President and Director of Immunology
Michelle Burris Vice President and Chief Financial Officer
Kathleen McKereghan Vice President, General Counsel and Secretary
Martin Cheever, M.D. Vice President and Director of Medical Affairs
Maureen Howard, Ph.D. Vice President and Director of Research and
Development--Redwood City
Cindy Jacobs, Ph.D., M.D. Vice President and Director of Clinical Research
Charles Richardson, Ph.D. Vice President and General Manager--Hamilton
Gary Christianson Vice President, Technical Operations
</TABLE>
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SCHEDULE II
The following sets forth the name of each Stockholder that is a party to
the Voting Agreement and the number of shares of Common Stock of Coulter
Pharmaceutical, Inc. beneficially owned by each such Stockholder. Except as
indicated below, each such person that is an individual is a U.S. citizen, and
the business address of each such person is 600 Gateway Boulevard, South San
Francisco, California 94080.
<TABLE>
<CAPTION>
STOCKHOLDER SHARES
----------- ------
<S> <C>
Michael F. Bigham(1) 294,578
The Michael F. Bigham Trust 181,297
The Bigham Partnership 50,000
Brian G. Atwood(1) 27,043
Brentwood Associates VII, L.P. 145,981
Joseph R. Coulter, III(1) 7,639
The Joseph R. Coulter, Jr. Trust 344,856
JRC Investment L.P. 137,333
Donald L. Lucas(1) 19,594
The Donald L. Lucas and Lygia S. Lucas Trust 37,244
The Donald L. Lucas Profit Sharing Trust 4,333
Coral Management Partners IV 44,379
Robert Momsen(2) 5,000
InterWest Partners V, L.P. 1,799,825
3000 Sand Hill Road
Building 3, Suite 355
Menlo Park, CA 94025
InterWest Investors V 11,319
3000 Sand Hill Road
Building 3, Suite 355
Menlo Park, CA 94025
George J. Sella, Jr.(2) 15,000
Samuel R. Saks, M.D.(2) 1,500
Dwayne M. Elwood(1) 104,856
William G. Harris(1) 124,468
Arlene M. Morris(1) 106,584
Dan Schochat(1) 169,489
Geoffrey T. Yarranton(1) 48,997
Total Beneficially Owned Shares Covered by Voting Agreements(1) 3,681,315
</TABLE>
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(1) Includes shares held by such Stockholder and shares issuable upon exercise
of options within 60 days of October 1, 2000.
(2) Includes shares issuable upon exercise of options within 60 days of October
1, 2000.
