UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 26, 1998
XOMA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-14710 94-2756657
(Commission File Number) (IRS Employer Identification No.)
2910 Seventh Street, Berkeley, California 94710
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (510) 644-1170
None
(Former name or former address, if changed since last report)
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Item 5. Other Events
On June 29, 1998, XOMA Corporation issued the announcement attached hereto
as Exhibit 1, which is incorporated herein by reference and supersedes the
version thereof previously filed. The previously-filed announcement contained
typographical errors.
Item 7. Exhibits
1. Press Release dated June 29, 1998
2. Certificate of Designation of Convertible Preferred Stock, Series H1
3. Form of Common Stock Purchase Warrant*
4. Form of Convertible Preferred Stock Purchase Agreement by and between
XOMA Corporation and the purchasers of Series G Preferred Stock and
Series H Preferred Stock (incorporated herein by reference to Exhibit 4
to the Company's Current Report on Form 8-K dated August 18, 1997 (File
No. 0-14710))
5. Form of Registration Rights Agreement by and between XOMA Corporation
and the purchasers of Series G Preferred Stock and Series H Preferred
Stock (incorporated herein by reference to Exhibit 5 to the Company's
Current Report on Form 8-K dated August 18, 1997 (File No. 0-14710))
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* Previously filed.
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SIGNATURE
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 hereunto duly authorized.
Dated: June 29, 1998 XOMA CORPORATION
By:/s/Peter B. Davis
---------------------------------
Name: Peter B. Davis
Title: Vice President, Finance
and Chief Financial Officer
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EXHIBIT INDEX
Number Description
1. Press Release dated June 29, 1998
2. Certificate of Designation of Convertible Preferred Stock, Series H2
3. Form of Common Stock Purchase Warrant*
4. Form of Convertible Preferred Stock Purchase Agreement by and between
XOMA Corporation and the purchasers of Series G Preferred Stock and
Series H Preferred Stock (incorporated herein by reference to Exhibit 4
to the Company's Current Report on Form 8-K dated August 18, 1997 (File
No. 0-14710))
5. Form of Registration Rights Agreement by and between XOMA Corporation and
the purchasers of Series G Preferred Stock and Series H Preferred Stock
(incorporated herein by reference to Exhibit 5 to the Company's Current
Report on Form 8-K dated August 18, 1997 (File No. 0-14710))
- - ----------
* Previously filed.
CONTACT: Peter B. Davis or Ellen M. Martin
510-644-1170 or 1-800-BIO-XOMA
for a copy of this or other recent releases
call: XOMA Fax News on Demand
1-800-901-7788
XOMA home page @ http://www.xoma.com
XOMA COMPLETES $12.5 MILLION PRIVATE PLACEMENT FINANCING
Berkeley, CA - June 29, 1998 - XOMA Corporation (Nasdaq: XOMA) today announced
that it has drawn down the remaining $12.5 million of a $25 million private
financing arranged in August, 1997 in the form of 5% convertible preferred
stock. The principal investors include an affiliate of Credit Suisse First
Boston, Southbrook International Investments, Ltd, and HBK Investments, LP.
Proceeds from the financing will be used to fund development of products from
XOMA's BPI platform. Neuprex(TM) (rBPI21), XOMA's lead BPI-derived product, is
in the clinic in several indications, including two Phase III trials. XOMA's
other BPI-derived products include I-PREX(TM), a topical ophthalmic formulation
of rBPI21, and Mycoprex(TM), an antifungal peptide product.
Conversions to common stock will be based on the market price of XOMA common
stock at the time of conversation. There is no initial discount on the
conversion price, but a 2% discount will be added for each month the preferred
stock is held to a maximum of 12%. No conversions will be permitted below a
price of $5.35 per share for the first 60 days; the maximum conversion price for
the first six months is $6.24 per share. There are certain restrictions on the
volume of sales of underlying common stock by the investors. The investors also
receive three-year warrants to purchase up to 550,000 shares of XOMA common
stock at $7.00 per share.
Brown Simpson Asset Management, LLC served as advisor to the investors in
connection with the transaction. Shipley Raidy Capital Partners, LP, acted as
placement agent on behalf of XOMA.
XOMA Corporation develops and manufacturers genetically-engineered protein,
peptide and monoclonal antibody pharmaceuticals. XOMA's medical targets include
infections and infectious complications, and immunologic disorders. The company
is focused on developing products from BPI (bactericidal/permeability-increasing
protein), a host-defense protein found in human neutrophils.
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Statements made in this press release relating to the timing of clinical trials
and other aspects of product development, or that otherwise relate to future
periods, are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These statements are based on assumptions which may not prove accurate. Actual
results could differ materially from those anticipated due to certain risks
inherent in the biotechnology industry as well as for companies engaged in the
development of new products in a regulated market. These risks, including those
related to the results of pending or future clinical trials, changes in the
status of the company's collaborative relationships and actions by the U.S. Food
and Drug Administration or the U.S. Patent and Trademark Office, are discussed
in the company's most recent annual report on Form 10-K and in other SEC
filings. Such risks should be considered carefully in evaluating XOMA's
prospects.
