**As filed with the Securities and Exchange Commission on July 29, 2005**

 

**Registration No. 333-45375**

**SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

 

_________________________

**POST-EFFECTIVE AMENDMENT NO. 1**

**TO**

**FORM S-8**

**REGISTRATION STATEMENT**

**UNDER**

_________________________

**Corixa Corporation**

*(Exact Name of Registrant as Specified in Its Charter)*

|                                                             |                                   |
|------------------------------------------------------------------|----------------------------------------|
| **Delaware**                                                     | **91-1654387**                         |
| *(State or other jurisdiction of Incorporation or Organization)* | *(I.R.S. Employer Identification No.)* |

 

**1900 9th Avenue, Suite 1100, Seattle, Washington 98101**

**(206) 366-3700**

_________________________

**1997 EMPLOYEE STOCK PURCHASE PLAN**
**AMENDED AND RESTATED 1994 STOCK OPTION PLAN**
**1997 DIRECTORS’ STOCK OPTION PLAN**
(Full title of the plan)

_________________________

**Donald F. Parman, Esq.**

**Vice President - U.S. Legal Operations**

**GlaxoSmithKline**

**One Franklin Plaza,  P.O.Box 7929**

**Philadelphia, PA 19102**

**(215) 751-7633**

 

*(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)*

 

_________________________

***Copies to:***

**Victor I. Lewkow, Esq.**

**Cleary Gottlieb Steen & Hamilton LLP**

**1 Liberty Plaza**

**New York, NY 10006**

**(212) 225-2000**

 

**__________________________________________________**

 

 

 

**DEREGISTRATION OF SECURITIES**
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-45375) filed by Corixa Corporation (“Corixa”) with the Securities and Exchange Commission (the “Commission”) on January 30, 1998 (the “Registration Statement”) relating to 9,835,982 shares of Corixa’s common stock, par value $0.001 per share (the “Common Stock”).  The Registration Statement registered the shares of Common Stock for issuance pursuant to Corixa’s 1997 Employee Stock Purchase Plan, the Amended and Restated 1994 Stock Option Plan and the 1997 Directors’ Stock Option Plan.

 

On July 12, 2005, SmithKline Beecham Corporation (d/b/a GlaxoSmithKline) (“GSK”), GSK Delaware Corp., a wholly owned subsidiary of GSK (“Merger Sub”) and Corixa completed the merger of Merger Sub with and into Corixa (the “Merger”) pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of April 29, 2005, by and among such parties.  As a result of the Merger, Corixa became a wholly owned subsidiary of GSK and 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.  The Common Stock ceased trading on The Nasdaq National Market at the close of business on July 12, 2005.

 

In connection with the closing of the Merger, Corixa has terminated all of its offerings of its common stock and related participation interests pursuant to its existing registration statements, including the Registration Statement.  In accordance with an undertaking made by Corixa in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of Corixa which remain unsold at the termination of the offering, Corixa hereby removes from registration all shares of the Common Stock and participation interests registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment No. 1.

 

[The remainder of this page is intentionally left blank.]

 

-2-

 

 

 

**SIGNATURES**
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Philadelphia, State of Pennsylvania, on the 29th day of July, 2005.

                 CORIXA CORPORATION

By                /s/ Donald F. Parman  

 
*Name:*

Donald F. Parman 

 
 
*Title:*

Vice President and Secretary **

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated below on the 29th day of July 2005.

 

 

 

**Signature**

**Title**

 

 

/s/ Chester F. Koczynski

President

 

 

/s/ Donald F. Parman

Director

 

 

/s/ Audrey Klijian

Treasurer

 

 

/s/ William Mosher

Assistant Treasurer

 

 

/s/ Arlene S. Sothern

Assistant Secretary

 

 

 

 

 

 

-3-