8-K

UNITED STATES
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

July 12, 2005
Date of Report
(Date of earliest event reported)

CORIXA CORPORATION
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	0-22891 (Commission File No.)	91-1654387 (IRS Employer Identification No.)
1900 9th Avenue, Suite 1100, Seattle, WA 98101 (Address of principal executive offices, including Zip Code)
(206) 366-3700 (Registrant's telephone number, including area code)
N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-14(c)).

Item 1.01. Entry into a Material Definitive Agreement.

In connection with the Merger (as defined in Item 5.01 below) of GSK Delaware Corp. (“Merger Sub”), a wholly owned subsidiary of SmithKline Beecham Corporation (d/b/a GlaxoSmithKline) (“GSK”), with and into Corixa Corporation (“Corixa”) and as required by the terms of that certain Indenture (the “Indenture”), dated as of June 13, 2003 between Corixa, as issuer, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), related to Corixa’s 4.25% Convertible Subordinated Notes due July 1, 2008 (the “Notes”), which Indenture was filed as Exhibit 4.1 to the Form 8-K Current Report filed by Corixa with the SEC on June 18, 2003, Corixa entered into a Supplemental Indenture (the “Supplemental Indenture”) on July 12, 2005 with the Trustee to provide that each Note will be convertible into the same amount of merger consideration that the holder of the Note (the “Holder”) would have received pursuant to the Merger had such Note been converted into Corixa common stock immediately prior to the Merger. The foregoing description of the Supplemental Indenture is not complete and is qualified in its entirety by reference to the Supplemental Indenture, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information included in Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01 of this Current Report on Form 8-K.

Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

The information included in Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04 of this Current Report on Form 8-K.

As a result of the completion of the Merger of Merger Sub with and into Corixa on July 12, 2005, certain change of control provisions have been triggered under the Indenture governing Corixa’s 4.25% Convertible Subordinated Notes due July 1, 2008. Under the Indenture, Holders may require Corixa to repurchase their Notes on the Repurchase Date, which is the date 30 business days after notice of the effectiveness of the Merger is sent to the Holders, at a purchase price equal to 100% of the principal amount of the Notes plus all interest accrued but unpaid to, but excluding, the Repurchase Date. As of July 12, 2005, Corixa had an aggregate of $100,000,000 of Notes outstanding under the Indenture.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 12, 2005, the Merger of Merger Sub with and into Corixa was completed and, in connection with such event, Corixa requested the delisting of Corixa’s common stock from the Nasdaq National Market, effective as of the close of business on such date.

Item 5.01. Changes in Control of Registrant.

On the Effective Date, in accordance with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 29, 2005, by and among GSK, Merger Sub and Corixa, Merger Sub merged with and into Corixa (the “Merger”), and Corixa became a wholly owned subsidiary of GSK.

A description of the Merger and a copy of the Merger Agreement are contained in Corixa’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on April 29, 2005 and are incorporated by reference herein. A copy of the press release announcing the stockholder vote adopting the Merger Agreement is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Under the terms of the Merger Agreement, at the Effective Date, 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. Corixa’s common stock ceased trading on the Nasdaq National Market at the close of business on July 12, 2005.

GSK funded the cash portion of the purchase price from cash on hand.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

The information included in Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02 of this Current Report on Form 8-K.

As a condition to closing the Merger, all of Corixa’s officers and members of Corixa’s board of directors resigned from their positions as officers and directors as of the Effective Date of the Merger.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No. Exhibit Description

2.1*	Agreement and Plan of Merger, dated April 29, 2005, by and among SmithKline Beecham Corporation (d/b/a GlaxoSmithKline), GSK Delaware Corp., and Corixa Corporation
4.1	First Supplemental Indenture, dated July 12, 2005, by and between Corixa Corporation and Wells Fargo Bank, National Association.
99.1	Press release dated July 12, 2005.
______________________________________________________________________________

*Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on May 2, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CORIXA CORPORATION

Date: July 15, 2005	By:	/s/ Donald F. Parman
	Name:	Donald F. Parman
	Its:	Vice President and Secretary

EXHIBIT INDEX

Exhibit No. Exhibit Description

2.1*	Agreement and Plan of Merger, dated April 29, 2005, by and among SmithKline Beecham Corporation (d/b/a GlaxoSmithKline), GSK Delaware Corp., and Corixa Corporation
4.1	First Supplemental Indenture, dated July 12, 2005, by and between Corixa Corporation and Wells Fargo Bank, National Association.
99.1	Press release dated July 12, 2005.

______________________________________________________________________________

*Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on May 2, 2005.

EX-4.1

EXHIBIT 4.1

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of July 12, 2005 by and among Corixa Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association as trustee (the “Trustee”).

WHEREAS, the Company has executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of June 13, 2003, providing for the issuance from time to time of the Securities;

WHEREAS, the Company proposes in and by this First Supplemental Indenture to supplement and amend the Indenture in certain respects as it applies to the Company and the Securities;

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of April 29, 2005, by and among the Company, SmithKline Beecham Corporation, a Pennsylvania corporation (“GSK”), and GSK Delaware Corp., the Company will become a wholly owned subsidiary of GSK effective on or about July 12, 2005 (the “Merger”) and each outstanding share of the Common Stock will be cancelled in exchange for a right to receive $4.40 in cash at the effective time of the Merger;

WHEREAS, the Merger complies with the provisions of Section 7.1 of the Indenture;

WHEREAS, the Company, as a wholly owned subsidiary of GSK following the Merger, desires to continue to be bound by the covenants and obligations of the Company as set forth in the Indenture and the Securities on the terms and conditions set forth herein;

WHEREAS, Section 12.11 of the Indenture requires the Company, as the surviving corporation in the Merger, to execute with the Trustee a supplemental indenture providing that each Security shall be convertible into the amount of cash receivable upon consummation of the Merger by a Holder of the number of shares of Common Stock issuable upon conversion of such Security immediately prior to the consummation of the Merger; and

WHEREAS, the Company has requested that the Trustee execute and deliver this First Supplemental Indenture.

NOW, THEREFORE, the Company and the Trustee hereby agree for the equal and ratable benefit of the Holders of the Securities:

Section 1.         Definitions. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.

Section 2.Conversion of the Securities. Pursuant to Section 12.11 of the Indenture, following and subject to the effectiveness of the Merger, the Securities shall be convertible, during the period specified in Section 12.1, only into the product of (x) $4.40, multiplied by (y) the number of shares (including fractional shares) of Common Stock issuable upon conversion of such Securities immediately prior to the Merger.

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Section 3.Concerning the Trustee. The Trustee accepts the provisions of this First Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture as amended by this First Supplemental Indenture.

Section 4.Effectiveness and Operativeness. This First Supplemental Indenture shall become effective, and the provisions provided for in this First Supplemental Indenture shall become operative, immediately upon consummation of the Merger.

Section 5.Indenture Confirmed. This First Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed. The Indenture shall continue in full force and effect in accordance with the terms thereof and as supplemented by this First Supplemental Indenture.

Section 6.Governing Law. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, the United States of America.

Section 7.Multiple Originals. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this First Supplemental Indenture.

Section 8.Headings. The headings of this First Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.

Section 9.Severability. In case any one or more of the provisions contained in this First Supplemental Indenture or in the Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this First Supplemental Indenture or of the Securities, but this First Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 10.Benefits of Indenture. Nothing in this First Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto, their successors hereunder, and the Holders, any benefit of any legal or equitable right, remedy or claim under this First Supplemental Indenture.

Section 11.Successors and Assigns. All agreements of the Company and the Trustee in this First Supplemental Indenture shall bind their respective successors and assigns.

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed all as of the day and year first above written.

CORIXA CORPORATION

By:	/s/ Steven Gillis
Name:	Steven Gillis
Title:	CEO

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:	/s/ Maddy Hall
Name:	Maddy Hall
Title:	Assistant Vice President

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EX-99.1

EXHIBIT 99.1

Corixa Corporation announces stockholder approval of merger with GlaxoSmithKline

SEATTLE, July 12, 2005 – Corixa Corporation (NASDAQ: CRXA) today announced that its stockholders have adopted the merger agreement pursuant to which Corixa will be merged with and into a wholly owned subsidiary of SmithKline Beecham Corporation (d/b/a/ GlaxoSmithKline) and Corixa stockholders will receive $4.40 in cash for each share of common stock, $517.65 in cash for each share of Series A Preferred Stock and $172.01 for each share of Series B Preferred Stock. On April 29, 2005, Corixa and GlaxoSmithKline announced the signing of the merger agreement.

Adoption of the merger agreement by Corixa’s stockholders satisfies one of the conditions to the completion of the transaction. Corixa anticipates that the merger will occur later today, subject to the satisfaction or waiver of all other closing conditions to the merger. About Corixa and Forward Looking Statements Corixa is a biopharmaceutical company developing vaccine adjuvants and immunology based products that manage human diseases. Corixa’s products are currently in multiple clinical development programs, including several that have advanced to and through late stage clinical trials. The company partners with numerous developers and marketers of pharmaceuticals, targeting products that are Powered by Corixa™ technology with the goal of making its potential products available to patients around the world. Corixa was founded in 1994 and is headquartered in Seattle, with additional operations in Hamilton, Montana. For more information, please visit Corixa's Web site at www.corixa.com.

This press release contains forward-looking statements, including statements regarding the outcome and expected completion date of the proposed transaction between Corixa and GlaxoSmithKline. Forward-looking statements are based on the opinions and estimates of management at the time the statements are made. They are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Factors that could affect Corixa's actual results include, but are not limited to, the risk that the acquisition by GSK does not close as a result of a failure to satisfy the closing conditions or otherwise and the "Factors Affecting Our Operating Results, Our Business and Our Stock Price," described in Corixa’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, copies of which are available from the company’s investor relations department. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.