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 28, 1999
XOMA LTD.
(Exact name of registrant as specified in its charter)
BERMUDA
(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
(Former name or former address, if changed since last report)
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Item 5. Other Events
On January 29, 1999, XOMA Ltd. issued the announcement attached hereto as
Exhibit 1, which is incorporated herein by reference.
Item 7. Exhibits
1. Press Release dated January 29, 1999
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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: January 29, 1999 XOMA LTD.
By: /s/Peter B. Davis
--------------------------
Peter B. Davis
Vice President, Finance
and Chief Financial Officer
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EXHIBIT INDEX
Number Description
1. Press Release dated January 29, 1999
Exhibit 1
XOMA CONTACTS: Ellen M. Martin
510 644 1170 or 800 BIO XOMA
Thomson IR: Juliane Snowden
212-440-9981 or Tariq Jawad
212-440-9974 for a copy of
recent releases call: Fax
News on Demand
1.800.901.7788 or visit
XOMA @ www.xoma.com
XOMA ANNOUNCES $12 MILLION COMMON STOCK PRIVATE PLACEMENT
Berkeley, CA - January 29, 1999 - XOMA Ltd. (Nasdaq: XOMA) announced today that
it has agreed to sell 2.0 million shares of common stock to two institutional
investors for gross proceeds of $12.0 million. The price represents
approximately a 60% premium over the current market price for XOMA shares. Under
certain circumstances the number of shares may be adjusted in the future. CIBC
Oppenheimer served as an advisor to XOMA in connection with this transaction.
Financing proceeds will be used to fund development of products from XOMA's BPI
drug development platform. The Company's lead BPI-derived product, NEUPREX(R),
is currently in Phase III trials for two indications. XOMA's other BPI-derived
products include I-PREX(TM), a topical antiinfective for ophthalmic use, and
Mycoprex(TM), a systemic fungicidal.
"This financing is structured to provide the company with funding at terms that
will enable us to share in the benefit, should our stock price increase during
the next six months," said Peter B. Davis, XOMA's Chief Financial Officer. "If
the stock price does not increase, there are protections for the investors that
adjust the price of the stock at intervals in the future based on then-current
market prices."
The common shares will be held in an escrow account until sold by the buyer (up
to a maximum of three years). Beginning August 31, 1999, the number of shares
remaining in the escrow account may be adjusted at 90-day intervals based on an
11% discount from the prevailing market price at that time. The investors are
also receiving five-year warrants to purchase up to 240,000 shares of XOMA
common stock at a 60% premium to the current market price.
XOMA Ltd. develops and manufactures recombinant protein (including antibody) and
peptide pharmaceuticals. Medical targets include bacterial and fungal
infections, infectious complications (such as endotoxin-associated complications
that may follow trauma or surgery), and immunologic disorders. XOMA's primary
drug development platform is BPI (bactericidal/permeability-increasing protein),
a human host-defense protein found in white blood cells that has multiple
anti-infective properties. XOMA recently changed its legal domicile to Bermuda;
its R&D, manufacturing and administrative facilities are in Berkeley and Santa
Monica, CA.
Statements made in this news release relating to 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 risks inherent in the biotechnology industry and 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, uncertainties regarding the legal standards applicable to
biotechnology patents, actions by the U.S. Food and Drug Administration or the
U.S. Patent and Trademark Office, and the Year 2000 issue, are discussed in the
company's most recent annual report on Form 10-K and in other SEC filings.
Consider such risks carefully in evaluating XOMA's prospects.
