COMMONWEALTH BIOTECHNOLOGIES INC
8-K, 1999-03-22
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)  March 15, 1999
                                                ------------------
                       COMMONWEALTH BIOTECHNOLOGIES, INC.
                       ----------------------------------
               (Exact Name of Registrant as Specified in Charter)

            Virgina                       001-13467              56-1641133
            -------                       ---------              ----------
(State or other jurisdiction of   (Commission File Number)     (IRS Employer
         Incorporation)                                      Identification No.)


                  601 Biotech Drive, Richmond, Virginia 23235 
               ---------------------------------------------------
               (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 March 15, 1999,  Charles A. Mills,  submitted his  resignation  as a
director  of the  Company.  Mr.  Mills  served as a director  since the  Company
completed its initial  public  offering in 1997. Mr. Mills served as a member of
the Audit,  Compensation  and  Nominating  Committees of the Company's  Board of
Directors.  Mr.  Mills has elected to focus his  attention  of the  operation of
Anderson  &  Strudwick  Incorporated,  a  brokerage  firm for which he serves as
Chairman. The Company is actively searching for a replacement.

Item 7.  Financial Statements and Exhibits.

         (a)      Financial Statements of Businesses Acquired.

                           Not applicable.

         (b)      Pro Forma Financial Information.

                           Not applicable.

         (c)      Exhibits.

                           Not applicable.





<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







March 19, 1999




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