8-K 1 f66347e8-k.txt FORM 8-K DATED OCTOBER 16, 2000 1 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) ~~0-21905 94-3219075 (Commission File No.) (IRS Employer Identification No.)~~

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 ---------------------- 2 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

2 3 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 ------------------------------------- William G. Harris Senior Vice President and Chief Financial Officer 3 4 EXHIBIT INDEX

COULTER PHARMACEUTICALS INC 8-K