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As filed with the Securities and Exchange Commission on November 12, 2003.

Registration No. 333-107098



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


IDEC PHARMACEUTICALS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware   2836   33-0112644
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

3030 Callan Road
San Diego, California 92121
(858) 431-8500
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)

John M. Dunn, Esq.
Senior Vice President and General Counsel
IDEC Pharmaceuticals Corporation
3030 Callan Road
San Diego, California 92121
(858) 431-8500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)


Copies to:

David R. Snyder, Esq.
Pillsbury Winthrop LLP
101 West Broadway, Suite 1800
San Diego, California 92101-4700
Phone: (619) 234-5000
Fax: (619) 236-1995
  Louis A. Goodman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, Massachusetts 02108
Phone: (617) 573-4800
Fax: (617) 573-4822

Approximate date of commencement of proposed sale to the public: November 12, 2003


        If the securities being registered on this form are being offered in connection with the formation of a holding company and are in compliance with General Instruction G, check the following box. o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o             

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration for the same offering. ý 333-107098





PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers

        Article XI of IDEC's certificate of incorporation provides for the indemnification of directors or officers, in accordance with the bylaws, to the fullest extent permitted by the General Corporation Law of the State of Delaware. Article VII of the bylaws of IDEC provides that IDEC shall indemnify and hold harmless, to the fullest extent permitted by law, any person made or threatened to be made a party to any legal action by reason of the fact that such person is or was a director, officer, employee or other corporate agent of IDEC or any subsidiary or constituent corporation or served any other enterprise at the request of IDEC, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action. The General Corporation Law of the State of Delaware provides for the indemnification of directors and officers under certain conditions.

        The directors and officers of IDEC are insured under a policy of directors' and officers' liability insurance.


Item 21. Exhibits and Financial Statement Schedules

        (a)   The following exhibits are filed herewith or incorporated herein by reference:

Exhibit No.

  Description
2.1   Agreement and Plan of Merger, dated as of June 20, 2003 by and among IDEC, Bridges Merger Corporation and Biogen1

3.1

 

Form of amendment to the Amended and Restated Certificate of Incorporation of the Registrant2

3.2

 

Form of amendment to the Bylaws of the Registrant2

5.1

 

Opinion of Pillsbury Winthrop LLP regarding the legality of the securities being registered2

8.1

 

Opinion of Pillsbury Winthrop LLP regarding material U.S. federal income tax consequences relating to the merger

8.2

 

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding material U.S. federal income tax consequences relating to the merger

10.1

 

Employment Agreement dated as of June 20, 2003 between IDEC and William H. Rastetter, Ph.D.2

10.2

 

Employment Agreement dated as of June 20, 2003 between IDEC and James C. Mullen2

23.1

 

Consent of KPMG LLP (for IDEC)2

23.2

 

Consent of PricewaterhouseCoopers LLP (for Biogen)2

23.3

 

Consent of Pillsbury Winthrop LLP (previously included in the opinion filed as Exhibit 5.1 and filed herewith as part of the opinion filed as Exhibit 8.1)

23.4

 

Consent of Skadden, Arps, Slate, Meagher & Flom LLP

23.5

 

Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated2
     

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23.6

 

Consent of Goldman, Sachs & Co.2

24

 

Power of Attorney2

99.1

 

Form of IDEC Proxy Card2

99.2

 

Form of Biogen Proxy Card2

1
Filed as Exhibit 2.1 to the Registrant's Form 8-K filed with the SEC on June 23, 2003 and incorporated herein by reference.

2
Previously filed.


Item 22. Undertakings.

        (a)   The undersigned registrant hereby undertakes:

        (b)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is,

II-2


therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed by the undersigned, thereunto duly authorized in the City of San Diego, State of California, on the Twelfth day of November 2003.


 

 

IDEC Pharmaceuticals Corporation

 

 

By:

 

/s/  
WILLIAM H. RASTETTER, PH.D.*      
William H. Rastetter, Ph.D.
Chairman and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name
  Title
  Date

 

 

 

 

 
/s/  WILLIAM H. RASTETTER, PH.D.*      
William H. Rastetter, Ph.D.
  Chairman and Chief Executive Officer (Principal Executive Officer)   November 12, 2003

/s/  
EDWARD M. RODRIGUEZ*      
Edward M. Rodriguez

 

Vice President—Finance and Controller (Principal Financial Officer and Principal Accounting Officer)

 

November 12, 2003

/s/  
HERBERT BOYER, PH.D.*      
Herbert Boyer, Ph.D.

 

Director

 

November 12, 2003

/s/  
ALAN B. GLASBERG, M.D.*      
Alan B. Glasberg, M.D.

 

Director

 

November 12, 2003

/s/  
KAZUHIRO HASHIMOTO*      
Kazuhiro Hashimoto

 

Director

 

November 12, 2003

/s/  
FRANKLIN P. JOHNSON, JR.*      
Franklin P. Johnson, Jr.

 

Director

 

November 12, 2003

/s/  
ROBERT W. PANGIA*      
Robert W. Pangia

 

Director

 

November 12, 2003

/s/  
BRUCE R. ROSS*      
Bruce R. Ross

 

Director

 

November 12, 2003
         

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/s/  
LYNN SCHENK*      
Lynn Schenk

 

Director

 

November 12, 2003

/s/  
WILLIAM D. YOUNG*      
William D. Young

 

Director

 

November 12, 2003

*By:

 

/s/  
JOHN M. DUNN      
John M. Dunn
Attorney-in-fact

 

 

 

 

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PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES