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): December 29, 1998
XOMA LTD.
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(Exact name of registrant as specified in its charter)
BERMUDA
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(State or other jurisdiction of incorporation)
0-14710 94-2756657
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(Commission File Number) (IRS Employer Identification No.)
2910 Seventh Street, Berkeley, California 94710
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (510) 644-1170
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XOMA CORPORATION
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On January 5, 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 5, 1999
2. Memorandum of Continuance of XOMA Ltd. (incorporated herein by
reference to Exhibit 3.4 of the Registration Statement on Form S-4 of
XOMA Arizona, Inc. (File No. 333-68045))
3. Bye-Laws of XOMA Ltd. (incorporated herein by reference to Exhibit 3.5
of the Registration Statement on Form S-4 of XOMA Arizona, Inc.
(File No. 333-68045))
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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 5, 1999 XOMA LTD.
By: /s/ Christopher J. Margolin
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Christopher J. Margolin
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Number Description
1. Press Release dated January 5, 1999
2. Memorandum of Continuance of XOMA Ltd. (incorporated herein by
reference to Exhibit 3.4 of the Registration Statement on Form S-4
of XOMA Arizona, Inc. (File No. 333-68045))
3. Bye-Laws of XOMA Ltd. (incorporated herein by reference to Exhibit
3.5 of the Registration Statement on Form S-4 of XOMA Arizona, Inc.
(File No. 333-68045))
<PAGE>
Exhibit 1
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 CHANGES LEGAL DOMICILE TO BERMUDA
Berkeley, CA -- January 5, 1999 -- XOMA Ltd. (Nasdaq: XOMA) today announced that
it has completed the process of moving its legal domicile from Delaware to
Bermuda. At a special meeting of stockholders held December 29, 1998, in
Berkeley, a majority of XOMA's outstanding shares were voted in favor of this
change in domicile.
"We're gratified by the strong support shown for this proposal which is aimed at
enhancing long-term shareholder value," said Jack Castello, Chairman, President
and CEO of XOMA. "More than 95% of the votes cast by our stockholders were in
favor of the proposed domicile change."
XOMA Ltd. (formerly XOMA Corporation) develops and manufactures
genetically-engineered protein, peptide and antibody pharmaceuticals. The
Company's medical targets include bacterial and fungal infections, infectious
complications (such as those following traumatic injury or surgery) and
immunologic disorders. XOMA's primary drug development platform is BPI
(bactericidal/permeability-increasing protein), a human protein found in white
blood cells that has multiple anti-infective properties. The Company's first
BPI-derived product, NEUPREX(R) is in Phase III trials for two indications.
Statements made in this press release relating to product development,
regulatory approvals, and plans for sales and marketing, 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 to the biotechnology industry and for companies engaged in
the development of new products in a regulated market. These risks, including
those related to 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.
