<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO__)*
Corixa Corporation
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
21887F100
(CUSIP Number)
William G. Harris
Coulter Pharmaceutical, Inc.
600 Gateway Boulevard
South San Francisco, CA 94080-7014
(650) 553-2000
(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-1(e), (f) or (g), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-7(b) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
<PAGE> 2
CUSIP NO. 21887F100
1 NAME OF REPORTING PERSON
Coulter Pharmaceutical, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
94-3219075
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
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
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,958,213*
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,958,213
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,958,213 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0 %
14 TYPE OF REPORTING PERSON
CO
Neither the filing of this statement on Schedule 13D nor any of its contents
shall be deemed to constitute an admission by Coulter Pharmaceutical, Inc. that
it is the beneficial owner of any of the Common Stock referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or
for any other purpose, and such beneficial ownership is expressly disclaimed.
ITEM 1. SECURITY AND ISSUER
----------------
* Does not include options to purchase an aggregate of 750,239 shares of Corixa
stock, which options are exercisable within 60 days of October 13, 2000.
<PAGE> 3
This statement on Schedule 13D relates to the common stock, $.001 par value per
share (the "Corixa Common Stock"), of Corixa Corporation, a Delaware corporation
("Corixa"). The principal executive offices of Corixa are located at 1124
Columbia Street, Suite 200, Seattle, Washington 98104-2040.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Coulter
Pharmaceutical, Inc., a Delaware corporation ("Coulter"). Coulter is
engaged in the development of novel drugs and therapies for the treatment
of people with cancer and autoimmune diseases.
(b) The address of the principal office and principal business of Coulter
is 600 Gateway Boulevard, South San Francisco, California 94080-7014.
(c) Set forth in Schedule I to this Schedule 13D is the name and present
principal occupation or employment of each of Coulter's executive
officers and directors and the name, principal business and address of
any corporation or other organization in which such employment is
conducted.
(d) During the past five years, neither Coulter nor, to Coulter's
knowledge, any person named in Schedule I to this Schedule 13D, has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, neither Coulter nor, to Coulter's
knowledge, any person named in Schedule I to this Schedule 13D, was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject
to a judgment, decree or final order enjoining future violations of or
prohibiting or mandating activity subject to federal or state securities
laws or finding any violation with respect to such laws.
(f) All of the directors and executive officers of Coulter named in
Schedule I to this Schedule 13D are citizens of the United States, except
for Mr. Geoffrey T. Yarranton, who is a citizen of the United Kingdom,
and Mr. Dan Shochat, who is a dual citizen of the United States and
Israel.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
To facilitate the consummation of the Merger (as defined in Item 4 below),
certain stockholders of Corixa have entered into Voting Agreements and
Irrevocable Proxies with Coulter as described in Item 4 and Item 5 of this
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b) Pursuant to an Agreement and Plan of Merger dated as of October
15, 2000 (the "Merger Agreement"), among Corixa, Clearwater Acquisitions
Corporation, a Delaware corporation and wholly-owned subsidiary of Corixa
("Merger Sub"), and Coulter, and subject to the conditions set forth
therein (including the approval by the stockholders of Coulter and
Corixa), Merger Sub will be merged with and into Coulter (the "Merger"),
Coulter will become a wholly-owned subsidiary of Corixa and outstanding
shares of Coulter Common Stock will be converted into shares of Corixa
Common Stock in accordance with the Merger Agreement. Concurrently with
and as conditions to the execution and delivery of the Merger Agreement,
Coulter and the persons named on Schedule II to this Schedule 13D entered
into Voting Agreements and Irrevocable Proxies.
The description contained in this Item 4 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 incorporated by
reference in this Schedule 13D -- see Exhibit 99.1.
(c) Not applicable.
(d) Upon consummation of the Merger, certain members of Coulter's current
board of directors will become members of the board of directors of
Corixa.
(e) None, other than a change in the number of outstanding shares of
Corixa Common Stock as contemplated by the Merger Agreement.
(f) Upon consummation of the Merger, Coulter will become a wholly-owned
subsidiary of Corixa.
(g) Not applicable.
(h) Not applicable.
<PAGE> 4
(i) Not applicable.
(j) Other than as described above, Coulter currently has no plan or
proposal which relates to, or may result in, any of the matters listed in
Items 4(a) - (i) of Schedule 13D (although Coulter reserves the right to
develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As a result of the Voting Agreements and the irrevocable
proxies, Coulter has shared power to vote an aggregate of 2,958,213
shares of Corixa Common Stock for the limited purpose of voting (i) in
favor of the issuance of the shares of Corixa Common Stock in the Merger
and in favor of each of the other actions contemplated by the Merger
Agreement, and (ii) against the following actions (other than the Merger
and the other transactions contemplated by the Merger Agreement): (A) any
extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving Corixa; (B) any sale, lease or
transfer of a material amount of assets of Corixa (other than in the
ordinary course of business); (C) any reorganization, recapitalization,
dissolution or liquidation of any of Corixa; (D) any removal of or change
in a majority of the board of directors of Corixa; (E) any amendment to
Corixa's certificate of incorporation; (F) any material change in the
capitalization of Corixa or Corixa's corporate structure; and (G) any
other action that is inconsistent with the Merger or that is intended, or
could reasonably be expected, to impede, interfere with, delay, postpone,
discourage or adversely affect the Merger or any of the other
transactions contemplated by the Merger Agreement. The stockholders of
Corixa who are parties to the Voting Agreements and Irrevocable Proxies
retained the right to vote their shares of Corixa Common Stock on all
matters other than those identified in the Voting Agreements. The shares
covered by the Voting Agreements constitute approximately 14.0% of the
issued and outstanding shares of Corixa Common Stock as of October 13,
2000. In addition, the individuals who have signed Voting Agreements and
Irrevocable Proxies hold an aggregate of 750,239 options that are
exercisable within 60 days of October 13, 2000. The description contained
in Item 4 and this Item 5 of the transactions contemplated by the Voting
Agreements is qualified in its entirety by reference to the full text of
the Form of Voting Agreement and Irrevocable Proxy, a copy of which is
attached to this Schedule 13D as Exhibit 99.2.
To Coulter's knowledge, no shares of Corixa Common Stock are beneficially owned
by any of the persons named in Schedule I to this Schedule 13D, except for such
beneficial ownership, if any, arising solely from the Voting Agreements and
Irrevocable Proxies.
Set forth in Schedule II to this Schedule 13D is the name of each Corixa
executive officer or director who executed a Voting Agreement and Irrevocable
Proxy and the number of shares beneficially owned by each such person. Set forth
in Schedule III to this Schedule 13D is the name and present principal
occupation or employment of each person with whom Coulter shares the power to
vote or to direct the vote or to dispose or direct the disposition of Corixa
Common Stock.
During the past five years, to Coulter's knowledge, no person named in Schedule
III to this Schedule 13D has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
During the past five years, to Coulter's knowledge, no person named in Schedule
III to this Schedule 13D was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activity subject to federal or state
securities laws or finding any violation with respect to such laws.
To Coulter's knowledge, all persons named in Schedule III to this Schedule 13D
are citizens of the United States.
(c) Neither Coulter, nor to Coulter's knowledge, any person named in
Schedule I to this Schedule 13D, has affected any transaction in Corixa
Common Stock during the past 60 days, except as disclosed herein.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than as described in Item 4 above, to Coulter's knowledge, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of Corixa, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
<PAGE> 5
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
99.1 Agreement and Plan of Merger, dated as of October 15, 2000, by
and among Corixa Corporation, a Delaware corporation, Clearwater
Acquisitions Corporation, a Delaware corporation, and Coulter
Pharmaceutical, Inc., a Delaware corporation. (Filed with
Coulter's Form 8-K dated October 17, 2000, and incorporated
herein by reference.)
99.2 Form of Voting Agreement and Irrevocable Proxy, dated as of
October 15, 2000, a substantially similar version of which has
been executed by Steven Gillis, Mark McDade, Kenneth Grabstein,
Steven Reed, Martin Cheever, Gary Christianson, Michelle Burris,
Maureen Howard, Cindy Jacobs, Kathleen McKereghan, Charles
Richardson, Joe Lacob and James W. Young.
</TABLE>
<PAGE> 6
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 COULTER PHARMACEUTICAL, INC.
By: /s/ William G. Harris
----------------------------------------------------
William G. Harris
Senior Vice President and Chief Financial Officer
<PAGE> 7
SCHEDULE I
EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF COULTER
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------------
<S> <C>
Michael F. Bigham Chairman of the Board, President and Director
Dwayne M. Elwood Senior Vice President and Chief Commercialization Officer
William G. Harris Senior Vice President and Chief Financial Officer
Arlene M. Morris Senior Vice President, Business Development
Dan Shochat Senior Vice President and Chief Scientific Officer
Geoffrey T. Yarranton Senior Vice President, Research and Development
</TABLE>
All individuals named in the above table are employed by Coulter Pharmaceutical,
Inc. The address of Coulter's principal executive office is 600 Gateway
Boulevard, South San Francisco, California 94080-7014.
SCHEDULE I (CONTINUED)
NON-EMPLOYEE DIRECTORS OF COULTER
<TABLE>
<CAPTION>
NAME AND
PRINCIPAL OCCUPATION ADDRESS OF ORGANIZATION
NAME OR EMPLOYMENT IN WHICH EMPLOYED
---- -------------------- -----------------------
<S> <C> <C>
Brian G. Atwood Managing Director Versant Ventures
3000 Sand Hill Road,
Building 1, Suite 260
Menlo Park, CA 94025
General Partner Brentwood Venture Capital
3000 Sand Hill Road,
Building 1, Suite 260
Menlo Park, CA 94025
Joseph R. Coulter, III Retired c/o Coulter Pharmaceutical, Inc.
600 Gateway Boulevard
South San Francisco, CA 94080-7014
Donald L. Lucas Private Investor c/o Coulter Pharmaceutical, Inc.
600 Gateway Boulevard
South San Francisco, CA 94080-7014
Robert Momsen General Partner InterWest Partners
3000 Sand Hill Road
Building 3, Suite 255
Menlo Park, CA 94025
Arnold L. Oronsky, Ph.D. General Partner InterWest Partners
3000 Sand Hill Road
Building 3, Suite 255
Menlo Park, CA 94025
Samuel R. Saks, M.D. Senior Vice President, ALZA Corporation
Medical Affairs 1900 Charleston Road
P.O. Box 7210
Mountain View, CA 94039-7210
George J. Sella, Jr. Retired c/o Coulter Pharmaceutical, Inc.
600 Gateway Boulevard
South San Francisco, CA 94080-7014
</TABLE>
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SCHEDULE II
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
SHARES* OF CORIXA OUTSTANDING SHARES
VOTING AGREEMENT COMMON STOCK OF CORIXA COMMON STOCK
STOCKHOLDER BENEFICIALLY OWNED AS OF OCTOBER 13, 2000
----------- ------------------ ----------------------
<S> <C> <C>
Steven Gillis 275,105 1.3
Mark McDade 65,909 0.3
Kenneth Grabstein 154,159 0.7
Steven Reed 192,585 0.9
Martin Cheever 63,098 0.3
Gary Christianson 0 0.0
Michelle Burris 7,575 0.0
Maureen Howard 0 0.0
Cindy Jacobs 0 0.0
Kathleen McKereghan 12,121 0.1
Joe Lacob 2,176,967 10.3
Charles Richardson 774 0.0
James W. Young 0 0.0
</TABLE>
-----------
* Does not include options to purchase an aggregate of 750,239 shares of Corixa
stock, which options are exercisable within 60 days of October 13, 2000.
<PAGE> 9
SCHEDULE III
<TABLE>
<CAPTION>
VOTING AGREEMENT PRINCIPAL OCCUPATION NAME AND ADDRESS
STOCKHOLDER OR EMPLOYMENT OF EMPLOYER
---------------- -------------------- ----------------
<S> <C> <C>
Steven Gillis Chief Executive Officer Corixa Corporation
1124 Columbia Street, Suite 200
Seattle, WA 98104-2040
Mark McDade President, Chief Operating Officer Corixa Corporation
1124 Columbia Street, Suite 200
Seattle, WA 98104-2040
Kenneth Grabstein Executive Vice President, Corixa Corporation
Director of Immunology 1124 Columbia Street, Suite 200
Seattle, WA 98104-2040
Steven Reed Executive Vice President, Corixa Corporation
Chief Scientific Officer 1124 Columbia Street, Suite 200
Seattle, WA 98104-2040
Martin Cheever Vice President, Corixa Corporation
Director of Medical Affairs 1124 Columbia Street, Suite 200
Seattle, WA 98104-2040
Gary Christianson Vice President of Corixa Corporation
Technical Operations 1124 Columbia Street, Suite 200
Seattle, WA 98104-2040
Michelle Burris Vice President, Corixa Corporation
Chief Financial Officer 1124 Columbia Street, Suite 200
Seattle, WA 98104-2040
Maureen Howard Vice President, Corixa Corporation
Director of Research and 1124 Columbia Street, Suite 200
Development Seattle, WA 98104-2040
Cindy Jacobs Vice President, Corixa Corporation
Director of Clinical Research 1124 Columbia Street, Suite 200
Seattle, WA 98104-2040
Kathleen McKereghan Vice President, Corixa Corporation
General Counsel 1124 Columbia Street, Suite 200
Seattle, WA 98104-2040
Charles Richardson Vice President, General Manager Corixa Montana
553 Old Corvallis Road
Hamilton, MT 59840
Joe Lacob Partner Kleiner, Perkins Caulfield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
James W. Young Chief Executive Officer Sunesis Pharmaceuticals, Inc.
3696 Haven Avenue, Suite C
Redwood City, CA 94063
</TABLE>
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
99.1 Agreement and Plan of Merger, dated as of October 15, 2000, by
and among Corixa Corporation, a Delaware corporation, Clearwater
Acquisitions Corporation, a Delaware corporation, and Coulter
Pharmaceutical, Inc., a Delaware corporation. (Filed with
Coulter's Form 8-K dated October 17, 2000, and incorporated
herein by reference.)
99.2 Form of Voting Agreement and Irrevocable Proxy, dated as of
October 15, 2000, a substantially similar version of which has
been executed by Steven Gillis, Mark McDade, Kenneth Grabstein,
Steven Reed, Martin Cheever, Gary Christianson, Michelle Burris,
Maureen Howard, Cindy Jacobs, Kathleen McKereghan, Charles
Richardson, Joe Lacob and James W. Young.
</TABLE>
