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As filed with the Securities and Exchange Commission on June 18, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COULTER PHARMACEUTICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3219075
(State of Incorporation) (I.R.S. Employer Identification No.)
Coulter Pharmaceutical, Inc.
600 Gateway Boulevard
South San Francisco, CA 94080
(Address of principal executive offices)
1996 Equity Incentive Plan, as amended
(Full title of the plans)
Michael F. Bigham
President and Chief Executive Officer
Coulter Pharmaceutical, Inc.
600 Gateway Boulevard
South San Francisco, CA 94080
(650) 553-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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 REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED OFFERING AGGREGATE REGISTRATION FEE
PRICE PER SHARE(1) OFFERING PRICE(1)
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Stock Options and Common 2,000,000 shares $19.2188 $38,437,500 $10,685.63
Stock (par value $.001)
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). 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 June 15, 1999 as reported
on the Nasdaq Stock Market(R).
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INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of Registration Statement on Form S-8 No. 333-23265 filed
with the Securities and Exchange Commission ("SEC") on March 13, 1997 and
Registration Statement on Form S-8 No. 333-62867 filed with the SEC on September
3, 1998 are incorporated by reference herein.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby will be passed upon
for the Company by Cooley Godward LLP, Palo Alto, California ("Cooley Godward").
As of the date of this prospectus, Cooley Godward and certain members of Cooley
Godward beneficially owned an aggregate of approximately 10,558 shares of the
Registrant's Common Stock. James C. Kitch, a partner at Cooley Godward LLP, is
Secretary of the Company.
EXHIBITS
EXHIBIT
NUMBER
- -------
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 5.1 to this Registration Statement
24.1 Power of Attorney is contained on the signature pages.
99.1 1996 Equity Incentive Plan, as amended as of May 21, 1999.
*99.2 Form of Incentive Stock Option Agreement used in connection with the
Incentive Plan
*99.3 Form of Nonstatutory Stock Option Agreement used in
connection with the Incentive Plan
* 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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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 South San Francisco, State of California, on June 18,
1999.
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.
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 June 18, 1999
- -------------------------------------- and Director
(Michael F. Bigham)
/s/ William G. Harris Vice President and Chief Financial June 18, 1999
- -------------------------------------- Officer (Principal Financial and
(William G. Harris) Accounting Officer)
/s/ Arnold Oronsky, Ph.D. Chairman of the Board June 18, 1999
- --------------------------------------
(Arnold Oronsky, Ph.D.)
/s/ Brian G. Atwood Director June 18, 1999
- --------------------------------------
(Brian G. Atwood)
/s/ Joseph R. Coulter, III Director June 18, 1999
- --------------------------------------
(Joseph R. Coulter, III)
/s/ Donald L. Lucas Director June 18, 1999
- --------------------------------------
(Donald L. Lucas)
/s/ Robert Momsen Director June 18, 1999
- --------------------------------------
(Robert Momsen)
/s/ George J. Sella, Jr. Director June 18, 1999
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(George J. Sella, Jr.)
/s/ Sue Van Director June 18, 1999
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(Sue Van)
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBERS
------ ----------- ---------------
5.1 Opinion of Cooley Godward LLP 7
23.1 Consent of Ernst & Young LLP 8
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 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 21, 1999. 9
*99.2 Form of Incentive Stock Option Agreement used in connection with the --
Incentive Plan.
*99.3 Form of Nonstatutory Stock Option Agreement used in connection with the --
Incentive Plan.
* 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.