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As filed with the Securities and Exchange Commission on September 3, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Coulter Pharmaceutical, Inc.
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Delaware 94-3219075
(State of Incorporation) (I.R.S. Employer Identification No.)
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Coulter Pharmaceutical, Inc.
550 California Avenue
Palo Alto, California 94306
(Address of principal executive offices)
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1996 Equity Incentive Plan, as amended
(Full title of the plans)
Michael F. Bigham
President And Chief Executive Officer
Coulter Pharmaceutical, Inc.
550 California Avenue, Suite 200
Palo Alto, Ca 94306-1440
(650) 849-7500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
James C. Kitch, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, Ca 94306-2155
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE (1) PRICE
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Stock Options and
Common Stock (par
value $.001) 1,400,000 $18.25 $25,550,000 $7,537.25
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1). The price per share and
aggregate offering price are based upon the average of the high and low
prices of Registrant's Common Stock on September 2, 1998 as reported on the
NASDAQ National Market System.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of Registration Statement on Form S-8 (F.6 No. 333-23265)
filed with the Securities and Exchange Commission ("SEC") on March 13, 1997 are
incorporated by reference herein.
EXHIBITS
EXHIBIT
NUMBER
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5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 1996 Equity Incentive Plan, as amended as of May 22, 1998.
*99.2 Form of Incentive Stock Option Agreement used in connection with the 1996 Equity
Incentive Plan.
*99.3 Form of Nonstatutory Stock Option Agreement used in connection with the 1996 Equity
Incentive Plan.
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* Documents incorporated by reference from the Registrant's Registration
Statment on Form S-1 (File No. 333-17661) filed with the SEC on December 11,
1996.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California, on September 3, 1998.
COULTER PHARMACEUTICAL, INC.
/s/ Michael F. Bigham
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Michael F. Bigham
President & Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael F. Bigham and William G. Harris,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Michael F. Bigham President, Chief Executive Officer September 3, 1998
- --------------------------------------- and Director
(Michael F. Bigham)
/s/ William G. Harris Vice President and Chief Financial September 3, 1998
- --------------------------------------- Officer (Principal Financial and
(William G. Harris) Accounting Officer)
/s/ Arnold Oronsky, Ph.D. Chairman of the Board September 3, 1998
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(Arnold Oronsky, Ph.D.)
/s/ Brian G. Atwood Director September 3, 1998
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(Brian G. Atwood)
Director September 3, 1998
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(Joseph R. Coulter, III)
/s/ Donald L. Lucas Director September 3, 1998
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(Donald L. Lucas)
/s/ Robert Momsen Director September 3, 1998
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(Robert Momsen)
/s/ George J. Sella, Jr. Director September 3, 1998
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(George J. Sella, Jr.)
/s/ Sue Van Director September 3, 1998
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(Sue Van)
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EXHIBIT INDEX
EXHIBIT
NUMBER
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5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement.
24 Power of Attorney is contained on the signature pages.
99.1 1996 Equity Incentive Plan, as amended as of May 22, 1998.
*99.2 Form of Incentive Stock Option Agreement used in connection with the 1996 Equity
Incentive Plan.
*99.3 Form of Nonstatutory Stock Option Agreement used in connection with the 1996 Equity
Incentive Plan.
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* Documents incorporated by reference from the Registrant's Registration
Statement on Form S-1 (File No. 333-17661) filed with the SEC on
December 11, 1996.
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