424B3 1 v97810a4e424b3.htm 424B3 e424b3
 

PROSPECTUS SUPPLEMENT NO. 4
To Prospectus Dated November 7, 2003

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-108651

(CORIXA LOGO)


$100,000,000 4.25% Convertible Subordinated Notes
Due July 1, 2008
10,899,180 Shares of Common Stock Issuable Upon
Conversion of the Notes


     This document supplements information contained in that certain prospectus of Corixa Corporation dated November 7, 2003, as amended and supplemented from time to time, relating to the potential resale from time to time of $100,000,000 4.25% Convertible Subordinated Notes due July 1, 2008 and 10,899,180 shares of common stock by the selling securityholders identified in the prospectus and any prospectus supplements. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of the prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is April 1, 2004.

 


 

Selling Securityholders

     The following table supplements, or amends, as noted, the information contained in the table set forth in the prospectus under the caption “Selling Securityholders.” This table sets forth certain information regarding the principal amount of notes beneficially owned and the number of shares of common stock issuable upon conversion of those notes that may be offered from time to time by the selling securityholders named in the table. The information in the following table is based on information furnished to us by the selling securityholders.

                                                                         
                                 
                             
                             
    Number of   Principal   Number of
Shares of
Common Stock
  Notes and Common Stock
That Can Be Resold
Pursuant to Prospectus
or Prospectus Supplement

  Beneficial Ownership After
Resale of Notes or Common
Stock Pursuant to Prospectus
or Prospectus Supplement

    Shares of   Amount   Issuable           Number                    
    Common Stock   of Notes   Upon   Principal   of Shares   Principal           Number of    
Name of Selling   Beneficially   Beneficially   Conversion   Amount   of Common   Amount of           Shares of    
Securityholder
  Owned
  Owned
  of Notes(1)
  of Notes
  Stock(1)
  Notes
  Percent
  Common Stock
  Percent (2)
The following information supplements the information set forth in the prospectus originally filed or as previously amended or supplemented
 
Origin Investors Limited
        $ 4,168,000       454,278     $ 1,000,000       108,992     $ 3,168,000       3.16 %     345,286       *  
 
Quantum Partners LDC
        $ 3,382,000       368,611     $ 2,000,000       217,984     $ 1,382,000       1.38 %     150,627       *  


*   Less than 1%.
 
(1)   Assumes conversion of all of the securityholder’s notes at a conversion rate of 108.9918 shares per $1,000 principal amount of notes, which conversion rate is subject to certain adjustments. Accordingly, the number of shares of common stock issuable upon conversion of the notes may increase or decrease from time to time. Under the terms of the indenture, we are not required to issue fractional shares of common stock upon conversion of the notes and, in lieu thereof, will pay cash.
 
(2)   Calculated based on Rule 13d-3(d)(i) of the Securities Exchange Act of 1934 using 55,554,652 shares of common stock outstanding as of March 29, 2004. In calculating the amount, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that particular securityholder’s notes. We did not, however, assume the conversion of any other securityholder’s notes in such calculation.

     Because the selling securityholders may offer all or a portion of the notes and the common stock, if converted, under the prospectus or this prospectus supplement, we cannot estimate the principal amount of the notes or the common stock that the selling securityholders will hold upon consummation of any sale.

     The selling securityholders in the above table may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act of 1933, some or all of their notes since the date on which the information in the above table is presented. Information about the selling securityholders may change over time. Any changed information will be set forth in prospectus supplements.

     Except as a securityholder, and as described in this prospectus supplement, no selling securityholder listed in the above table has had any material relationship with us or any of our affiliates within the past three years.

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