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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): OCTOBER 16, 2000
COULTER PHARMACEUTICAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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0-21905 94-3219075
(Commission File No.) (IRS Employer Identification No.)
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600 GATEWAY BOULEVARD
SOUTH SAN FRANCISCO, CA 94080-7014
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 553-2000
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Item 5. Other Events
This Current Report on Form 8-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The
forward-looking statements contained herein involve risks and uncertainties,
including those relating to the possible inability to complete the merger
transaction involving Coulter Pharmaceutical, Inc., a Delaware corporation
("Coulter"), and Corixa Corporation, a Delaware corporation ("Corixa"), as
scheduled, or at all, and those associated with the ability of the combined
company to achieve the anticipated benefits of the merger. Actual results and
developments may differ materially from those described or incorporated by
reference in this Report. For more information about Coulter and risks arising
when investing in Coulter, investors are directed to Coulter's most recent
report on Form 10-K as filed with the Securities and Exchange Commission.
On October 16, 2000, Coulter announced that it entered into a definitive
merger agreement with Corixa. The definitive merger agreement contemplates that,
subject to the satisfaction of certain conditions contained therein, including
the approval of the merger referred to therein by the stockholders of Coulter
and Corixa and the expiration or early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, Corixa
would acquire Coulter in a stock-for-stock transaction. Upon completion of the
merger, each outstanding share of Coulter common stock will be automatically
converted into 1.003 shares of Corixa common stock. The description contained in
this Item 5 of the transactions contemplated by the merger agreement is
qualified in its entirety by reference to the full text of the merger agreement,
a copy of which is attached to this report as Exhibit 2.1.
In connection with the execution of the merger agreement, Coulter amended
its stockholders' rights plan to provide, among other things, that no person or
entity would be considered to be an "acquiring person" thereunder by reason of
any transaction contemplated by the merger agreement. Coulter's amended rights
agreement, dated October 15, 2000, entitled is attached hereto as Exhibit 4.1.
The joint press release, dated October 16, 2000, entitled "Corixa And
Coulter Merge" is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
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Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated as of October 15, 2000, among
Corixa Corporation, Clearwater Acquisitions Corporation and
Coulter Pharmaceutical, Inc.
4.1 Amendment to Rights Agreement dated as of October 15, 2000,
between Coulter Pharmaceutical, Inc. and ChaseMellon Shareholder
Services L.L.C.
99.1 Press Release dated October 16, 2000.
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SIGNATURES
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.
COULTER PHARMACEUTICAL, INC.
Dated: October 16, 2000 By: /s/ William G. Harris
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William G. Harris
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated as of October 15, 2000, among
Corixa Corporation, Clearwater Acquisitions Corporation and
Coulter Pharmaceutical, Inc.
4.1 Amendment to Rights Agreement dated as of October 15, 2000,
between Coulter Pharmaceutical, Inc. and ChaseMellon Shareholder
Services L.L.C.
99.1 Press Release dated October 16, 2000.
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