1 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 Date of Report (Date of earliest event reported): May 21, 1996 IDEC PHARMACEUTICALS CORPORATION (Exact name of registrant as specified in its charter) CALIFORNIA (State or other jurisdiction of incorporation) 0-19311 33-0112644 (Commission File Number) (IRS Employer Identification No.) 11011 Torreyana Road, San Diego, California 92121 (Address of principal executive offices) (Zip Code) (619) 550-8500 (Registrant's telephone number, including area code) 2 Item 5. Other Events. On May 21, 1996, IDEC Pharmaceuticals Corporation (the "Company") entered into a letter agreement with Genentech, Inc., a copy of which is attached hereto as Exhibit 10.1. On May 22, 1996, the Company's shareholders approved the amendment of the Company's Articles of Incorporation to increase the authorized number of shares to 50,000,000. A copy of the Company's Second Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of California, is attached hereto as Exhibit 3.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit 3.1 Second Amended and Restated Articles of Incorporation Exhibit 10.1 Letter Agreement between the Company and Genentech, Inc., dated May 21, 1996. 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. IDEC PHARMACEUTICALS CORPORATION By: /s/ PHILLIP M. SCHNEIDER ------------------------------------ Phillip M. Schneider, Vice President and Chief Financial Officer Date: June 6, 1996 -1- 3 EXHIBIT INDEX Sequentially Exhibit Numbered Number Document Page ------ -------- ------------- 3.1 Second Amended and Restated Articles of Incorporation . . . . . . . . __ 10.1 Letter Agreement between the Company and Genentech, Inc., dated May 21, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . __ -2-