UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

~~Washington~~July 12, ~~D.C.~~2005 ~~20549~~ Date of Report (Date of earliest event reported) CORIXA CORPORATION (Exact name of registrant as specified in its charter)

Form 8-K

Delaware

(State or other jurisdiction
of incorporation)

0-22891

(Commission File No.)

91-1654387

(IRS Employer
Identification No.)

1900 9th Avenue, Suite 1100, Seattle, WA 98101

(Address of principal executive offices, including Zip Code)

(206) 366-3700

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 29, 2005 Date of Report (Date of earliest event reported)

CORIXA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		0-22891		91-1654387
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

1900 9th Avenue, Suite 1100, Seattle, WA 98101 (Address of principal executive offices, including zip code)

(206) 366-3700 (Registrant’s telephone number, including area code)

N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ý Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ~~¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).~~

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-14(c)).

Item 1.01. Entry into a Material Definitive Agreement.

OnIn ~~April 29,~~connection ~~2005,~~with ~~Corixa~~the ~~Corporation~~Merger (as defined in Item 5.01 below) of GSK Delaware Corp. (“~~Corixa~~Merger Sub”), a wholly owned subsidiary of SmithKline Beecham Corporation (d/b/a GlaxoSmithKline) (“GSK”), with and ~~GSK~~ ~~Delaware~~into ~~Corp.,~~Corixa aCorporation ~~wholly~~(“Corixa”) ~~owned~~and ~~subsidiary~~as required by the terms of ~~GSK~~that certain Indenture (the “~~Merger Subsidiary~~Indenture”), ~~entered~~dated ~~into~~as ~~an Agreement~~of June 13, 2003 between Corixa, as issuer, and ~~Plan~~Wells ofFargo ~~Merger~~Bank, National Association, as trustee (the “~~Merger Agreement~~Trustee”), ~~under~~related to Corixa’s 4.25% Convertible Subordinated Notes due July 1, 2008 (the “Notes”), which Indenture was filed as Exhibit 4.1 to the ~~Merger~~Form ~~Subsidiary~~8-K ~~will~~Current ~~be merged~~Report filed by Corixa with ~~and~~the ~~into~~SEC ~~Corixa~~on June 18, ~~with~~2003, Corixa ~~continuing~~entered ~~after~~into a Supplemental Indenture (the ~~Merger~~“Supplemental asIndenture”) on July 12, 2005 with the ~~surviving~~Trustee ~~corporation and~~to asprovide athat ~~wholly~~each ~~owned~~Note ~~subsidiary~~will be convertible into the same amount of merger ~~GSK~~consideration that the holder of the Note (the “~~Merger~~Holder”). ~~The~~would ~~consummation~~have ofreceived pursuant to the Merger ishad ~~subject to~~such aNote ~~number~~been ofconverted ~~closing~~into ~~conditions,~~Corixa ~~including~~common ~~adoption~~stock ofimmediately prior to the Merger. The ~~Agreement~~foregoing bydescription ~~Corixa’s stockholders,~~of the ~~expiration~~Supplemental orIndenture ~~termination~~is ofnot ~~the~~complete ~~applicable~~and ~~waiting~~is ~~period~~qualified ~~under~~in its entirety by reference to the ~~Hart-Scott-Rodino~~ ~~Antitrust~~Supplemental ~~Improvements~~Indenture, ~~Act~~which ofis ~~1976~~filed as Exhibit 4.1 hereto and ~~other~~is ~~customary~~incorporated ~~closing~~herein ~~conditions~~by reference.

AtItem ~~the effective time of the Merger, each outstanding share of Corixa’s common stock will be converted into the right to receive $4~~2.40 in cash, each outstanding share of Corixa’s Series A preferred stock will be converted into the right to receive $517.65 in cash and each outstanding share of Corixa’s Series B preferred stock will be converted into the right to receive $172.01 ~~in cash~~. InCompletion ~~addition, each outstanding option to purchase shares~~ of ~~Corixa’s~~Acquisition ~~common stock will be cancelled at the time of the Merger, with holders of options (whether~~ or ~~not~~Disposition ~~vested) with an exercise price less than $4.40 entitled to receive for each such option a cash payment equal to (i) the excess,~~ of $4Assets.~~40 over the per share exercise price for the option multiplied by (ii) the number of shares subject to such option.~~

The ~~Merger~~information ~~Agreement~~included ~~contains~~in ~~customary~~Item ~~representations,~~5.01 ~~warranties and covenants, including covenants relating to obtaining the requisite approvals~~ of ~~the~~this ~~stockholders~~Current ofReport ~~Corixa,~~on ~~restricting the~~Form ~~solicitation~~8-K ofis ~~competing~~incorporated ~~acquisition proposals~~ by ~~Corixa~~reference ~~and~~into ~~Corixa’s~~this ~~conduct~~Item ~~of its business between the date of the signing of the Merger Agreement and the closing of the Merger~~2.01 ~~The Merger Agreement also provides for the payment~~ of athis ~~termination~~Current ~~fee~~Report ofon ~~$10 million~~Form ~~by Corixa to GSK in specified circumstances in connection with the termination of the Merger Agreement~~8-K.

~~The~~Item representations and warranties of each party set forth in the Merger Agreement have been made solely for the benefit of the other party to the Merger Agreement and such representations and warranties should not be relied on by any other person2.04. InTriggering ~~addition,~~Events ~~such~~that ~~representations~~Accelerate ~~and warranties~~or ~~(i) may~~Increase have been qualified by disclosures made to the other party in connection with the Merger Agreement, (ii) will not survive consummation of the Merger and cannot be the basis for any claims under the Merger Agreement by the other party after termination of the Merger Agreement, except if willfully false as of the date of the Merger Agreement, (iii) are subject to a ~~materiality~~ ~~standard~~Direct ~~that~~Financial ~~may~~Obligation ~~differ from what may be viewed as material by investors and (iv) were made only as of the date of the Merger Agreement~~ or ~~such~~an ~~other~~Obligation ~~date~~Under asan isOff-Balance ~~specified~~Sheet ~~in the Merger Agreement~~Arrangement.

~~Steven~~The ~~Gillis,~~information ~~Ph.D.,~~included ~~Robert~~in ~~Momsen,~~Item ~~Arnold~~5.01 ~~Oronsky,~~of ~~Ph.D.~~this ~~and~~Current ~~certain~~Report ~~affiliates~~on ofForm ~~Messrs. Momsen~~8-K ~~and~~is ~~Oronsky,~~incorporated ~~and~~by ~~Sprout~~reference ~~Capital~~into ~~IX,~~this LItem 2.P.04 ~~and~~of ~~certain~~this ofCurrent ~~its~~ Report on Form 8-K.

~~affiliates,~~As ~~which,~~a ~~collectively,~~result ~~beneficially~~of ~~own~~the ~~approximately~~completion ~~11%~~ of ~~Corixa’s~~the ~~outstanding capital~~Merger ~~stock,~~of ~~have~~Merger ~~agreed,~~Sub ~~pursuant~~with toand ~~individual~~into ~~Support~~Corixa ~~Agreements~~on ~~with~~July ~~GSK~~12, ~~each~~2005, ~~dated~~certain aschange of ~~April 29,~~ ~~2005~~control ~~(collectively,~~provisions ~~the~~have ~~“Support~~been ~~Agreements”),~~triggered ~~that~~under ~~they~~the ~~will~~Indenture ~~vote~~governing ~~all~~Corixa’s ~~their~~4.25% ~~shares~~Convertible ~~in favor~~Subordinated ofNotes ~~the~~due ~~Merger~~July ~~and~~1, 2008. Under the ~~adoption~~Indenture, ofHolders ~~the~~may ~~Merger~~require ~~Agreement~~Corixa ~~and~~to ~~against~~repurchase ~~any~~their ~~other~~Notes ~~proposal~~on ~~or offer~~the toRepurchase ~~acquire~~Date, ~~Corixa.~~which Inis ~~addition~~the todate ~~the~~30 ~~Support~~business ~~Agreements,~~days ~~under~~after notice of the ~~terms~~effectiveness of the Merger ~~Agreement,~~ ~~GSK~~ is ~~required~~sent to ~~vote~~the Holders, ~~and~~at ~~use~~a ~~reasonable~~purchase ~~best~~price ~~efforts~~equal to ~~cause~~100% ~~certain~~ of ~~its affiliates~~the toprincipal ~~vote,~~amount ~~its shares~~ of ~~Corixa’s~~the ~~common~~Notes ~~stock~~plus inall ~~favor~~interest ofaccrued ~~the~~but ~~Merger~~unpaid ~~and~~to, ~~the~~but ~~adoption~~excluding, of the ~~Merger~~Repurchase ~~Agreement~~Date. As ~~and~~of ~~against~~July ~~any~~12, ~~other~~2005, ~~proposal~~Corixa orhad ~~offer~~an toaggregate ~~acquire~~of ~~Corixa. GSK~~$100, ~~together with these affiliates~~000,000 ~~beneficially owns approximately 8%~~ of ~~Corixa’s~~Notes outstanding ~~capital~~under ~~stock~~the Indenture.

~~The~~Item ~~foregoing~~3.01. ~~description~~Notice of ~~the~~Delisting ~~Merger~~or ~~and~~Failure ~~the Merger Agreement is not complete and is qualified in its entirety by reference~~ to ~~the~~Satisfy ~~Merger~~a ~~Agreement,~~Continued ~~which~~Listing isRule ~~filed~~or asStandard; ~~Exhibit 2.1 hereto~~Transfer ~~and~~of ~~is incorporated herein by reference~~Listing.

~~Important~~On ~~Additional~~July ~~Information~~12, to2005, Bethe ~~Filed~~Merger ~~With~~of Merger Sub with and into Corixa was completed and, in connection with such event, Corixa requested the ~~SEC~~ delisting of Corixa’s common stock from the Nasdaq National Market, effective as of the close of business on such date.

~~Corixa~~Item ~~plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its stockholders a Proxy Statement in connection with the Merger~~5. ~~The Proxy Statement will contain important information about Corixa, the Merger and related matters~~01. ~~Investors~~Changes ~~and~~in ~~security~~Control ~~holders are urged to read the Proxy Statement carefully when it becomes available. Investors and security holders will be able to obtain free copies~~ of ~~the Proxy Statement and other documents filed with the SEC by Corixa through the web site maintained by the SEC at www~~Registrant.sec.gov as well as the web site maintained by Corixa at www.corixa.com. In addition, investors and security holders will be able to obtain free copies of the Proxy Statement from Corixa by contacting Investor Relations, Corixa Corporation, 1900 9th Avenue, Suite 1100, Seattle, Washington 98101.

~~Corixa~~On ~~and~~the ~~its~~Effective ~~directors~~Date, ~~and~~in ~~executive~~accordance ~~officers~~with ~~and~~the ~~certain~~Agreement ~~other~~and Plan of ~~its~~Merger ~~employees may, under~~ (the ~~rules~~“Merger ~~of the SEC~~Agreement”), bedated ~~deemed~~as ~~to be participants in the solicitation~~ of ~~proxies~~April ~~from~~29, ~~Corixa stockholders~~2005, inby ~~respect~~and ofamong ~~the~~GSK, Merger ~~contemplated~~Sub byand ~~the~~Corixa, Merger ~~Agreement.~~Sub ~~Information~~merged ~~regarding the~~with ~~persons~~and ~~who~~into ~~maybe~~Corixa ~~considered participants in~~ (the ~~proxy~~“Merger”), ~~solicitation~~and ~~will be set forth in the~~ Corixa ~~proxy~~became ~~statement~~a ~~when~~wholly itowned issubsidiary ~~next~~of ~~filed with the SEC~~GSK.

A description of the Merger and a copy of the Merger Agreement are contained in Corixa’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on April 29, 2005 and are incorporated by reference herein. A copy of the press release announcing the stockholder vote adopting the Merger Agreement is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Under the terms of the Merger Agreement, at the Effective Date, each issued and outstanding share of Corixa’s stock was cancelled in exchange for the right to receive in cash $4.40 per share of common stock, $517.65 per share of Series A preferred stock and $172.01 per share of Series B preferred stock, in each case without interest. Corixa’s common stock ceased trading on the Nasdaq National Market at the close of business on July 12, 2005.

GSK funded the cash portion of the purchase price from cash on hand.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

The information included in Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02 of this Current Report on Form 8-K.

As a condition to closing the Merger, all of Corixa’s officers and members of Corixa’s board of directors resigned from their positions as officers and directors as of the Effective Date of the Merger.

Item 9.01. Financial Statements and Exhibits.

	2.1	Agreement and Plan of Merger by and among SmithKline Beecham Corporation (doing business as GlaxoSmithKline), GSK Delaware Corp. and Corixa Corporation dated April 29, 2005
	99.1	Press Release of Corixa Corporation dated April 29, 2005

Exhibit No.

Exhibit Description

2.1*	Agreement and Plan of Merger, dated April 29, 2005, by and among SmithKline Beecham Corporation (d/b/a GlaxoSmithKline), GSK Delaware Corp., and Corixa Corporation
4.1	First Supplemental Indenture, dated July 12, 2005, by and between Corixa Corporation and Wells Fargo Bank, National Association.
99.1	Press release dated July 12, 2005.
______________________________________________________________________________

*Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on May 2, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CORIXA CORPORATION
Date: May 2, 2005	By:	/s/ Steven Gillis
	Name:	Steven Gillis, Ph. D.
	Its:	Chairman and Chief Executive Officer

CORIXA CORPORATION

INDEX TO EXHIBITS

Date: July 15, 2005	By:	/s/ Donald F. Parman
	Name:	Donald F. Parman
	Its:	Vice President and Secretary

Exhibit Number		Description
2.1		Agreement and Plan of Merger by and among SmithKline Beecham Corporation (doing business as GlaxoSmithKline), GSK Delaware Corp. and Corixa Corporation dated April 29, 2005
99.1		Press Release of Corixa Corporation dated April 29, 2005

EXHIBIT INDEX

Exhibit No.

Exhibit Description

2.1*	Agreement and Plan of Merger, dated April 29, 2005, by and among SmithKline Beecham Corporation (d/b/a GlaxoSmithKline), GSK Delaware Corp., and Corixa Corporation
4.1	First Supplemental Indenture, dated July 12, 2005, by and between Corixa Corporation and Wells Fargo Bank, National Association.
99.1	Press release dated July 12, 2005.

______________________________________________________________________________

*Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on May 2, 2005.

Filing Compare · CORIXA CORP