COMMONWEALTH BIOTECHNOLOGIES INC
8-K, 1998-02-13
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                                  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


Date of report (Date of earliest event reported)  January 10, 1998
                                                --------------------------

                       COMMONWEALTH BIOTECHNOLOGIES, INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

<TABLE>
<S>  <C>
               Virginia                               001-13467                             56-1641133
               --------                               ---------                             ----------
   (State or other jurisdiction of            (Commission File Number)           (IRS Employer Identification No.)
            incorporation)
</TABLE>

     911 East Leigh Street, Suite G-19, Richmond, Virginia           23219
     ---------------------------------------------------------------------
        (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:  (804) 648-3820
                                                   ------------------------


                                      N/A
     -----------------------------------------------------------------------
         (Former name or former address, if changed since last report)

<PAGE>

Item 5.  Other Events.

         On January 10, 1998, the Registrant issued a press release detailing
the Registrant's earnings for the 1997 fiscal year. Such press release is
included as an exhibit to this Current Report on Form 8-K.


Item 7.  Financial Statements and Exhibits.

         (a)      Financial Statements of Businesses Acquired.

                           Not applicable.

         (b)      Pro Forma Financial Information.

                           Not applicable.

         (c)      Exhibits.

                  99.1  Press Release, dated January 10, 1998,
                        announcing the Registrant's earnings for the 1997
                        fiscal year.

                                       2

<PAGE>
                                   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 thereunto duly authorized.


                                            COMMONWEALTH BIOTECHNOLOGIES, INC.



                                            By:     /s/ Robert B. Harris, Ph.D.
                                                -------------------------------
                                                     Robert B. Harris, Ph.D.
                                                     President

January 11, 1998

                                       3
<PAGE>


                                  EXHIBIT INDEX


Number            Description of Exhibit
- ------            ----------------------
99.1              Press Release, dated January 10, 1998.



                       Commonwealth Biotechnologies, Inc.

             911 East Leigh Street, Suite G-19, Richmond, VA 23219
                1800-735-9224/804-648-3820 - fax:804-648-2641 -
                   www.cbi-biotech.com - email:[email protected]

         Commonwealth Biotechnologies, Inc. (CBI), a biotechnology research and
development support facility located in Richmond, VA, announced that revenues
for 1997 were $ 1.761 million, nearly double its gross revenues for 1996.

         However, the Company's earnings for 1997 showed a loss of $ 1.169
million. The net loss was attributable primarily to increases in overhead
expenses incurred since completion of the Company's initial public offering
(IPO) in October, 1997. One-time charges for interest and loan amortization
expenses ($231,108 and $124,108, respectively) associated with the Company's IPO
accounted for 30.4% of the net loss for 1997. Depreciation and amortization
costs increased 192% in 1997 to $158,552, as a result of acquisition of large
number of scientific instruments, as the Company implemented the initial phase
of its growth strategy. Payroll costs increased 1300% to $611,722, as the
Company completed its first round of hiring of scientific, administrative, and
business personnel necessary to expand its business operations.

         The Company will re-locate to its new $4 million facility when it comes
on-line in late 1998. The new facility will allow the Company to more
effectively serve its existing client base and to expand its capabilities to
support the industry's growth areas. CBI management anticipates revenues to
increase again in 1998, and has already signed research contracts for work to be
done in 1998 totaling $ 230,000 in the first quarter, 1998.

Commonwealth Biotechnologies, Inc.

                                            1997             1996
                                            ----             ----

Revenue:                                  $ 1.761 MM        $ 990 M
Net Income/(Loss):                        $(1.169)MM        $ 110 M (actual)
                                                            $  60 M (pro forma
                                                            for conversion
                                                            to C Corp status
                                                            in October)
Per share earnings:                       $ (0.72)          $ 0.12  (pro forma)


Dated:   January 10, 1998







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