<PAGE>
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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):
November 10, 1995
XYTRONYX, INC.
----------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------------------------------
(State or other jurisdiction of incorporation)
0-14838 36-3258753
- -------------------------- ------------------------------------
(Commissioner File Number) (IRS Employer Identification Number)
6555 Nancy Ridge Drive
Suite 200
San Diego, California 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 550-3900
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<PAGE>
Item 5. Other Events.
The News Release dated November 14, 1995 regarding second quarter
results of operations, filed as Exhibit 99.41 hereto, is hereby incorporated
into this Report by reference.
Amendment No. 1 to Rights Agreement between Xytronyx, Inc. and First
Chicago Trust Company of New York as Rights Agent dated as November 10, 1995,
filed as Exhibit 99.42 hereto, is hereby incorporated into this Report by
reference.
Amendment to the Certificate of Designations of Series R Junior
Participating Preferred Stock dated November 17, 1995, filed as Exhibit 99.43
hereto, is hereby incorporated into this Report by reference.
News Release dated November 28, 1995 regarding private placement,
filed as Exhibit 99.44 hereto, is hereby incorporated into this Report by
reference.
News Release dated December 4, 1995 regarding appointment of Mr.
Vernon and Mr. Weiss to Board of Directors, filed as Exhibit 99.45 hereto, is
hereby incorporated into this Report by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibit accompanies this Report:
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Exhibit
Number Exhibit Description
------ -------------------
99.41 News Release dated November 14, 1995 regarding second quarter
results of operations.
99.42 Amendment No. 1 to Rights Agreement between Xytronyx, Inc. and
First Chicago Trust Company of New York as Rights Agent dated
November 10, 1995.
99.43 Amendment to the Certificate of Designations of Series R Junior
Participating Preferred Stock dated November 17, 1995.
99.44 News Release dated November 28, 1995 regarding private placement.
99.45 News Release dated December 4, 1995 regarding appointment of Mr.
Vernon and Mr. Weiss to Board of Directors.
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 hereunto duly authorized.
XYTRONYX, INC.
By: /s/ DALE SANDER
-----------------------------
Dale Sander
Chief Financial Officer
Date: December 4, 1995
2
<PAGE>
Index to Exhibits
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<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description of Exhibit Numbered Page
- ---------- --------------------------------------------------------------------- -------------
<S> <C> <C>
99.41 News Release dated November 14, 1995 regarding second quarter results 4-5
of operations.
99.42 Amendment No. 1 to Rights Agreement between Xytronyx, Inc. and 6-8
First Chicago Trust Company of New York as Rights Agent dated
November 10, 1995.
99.43 Amendment to the Certificate of Designations of Series R Junior 9-11
Participating Preferred Stock dated November 17, 1995.
99.44 News Release dated November 28, 1995 regarding private placement. 12
99.45 News Release dated December 4, 1995 regarding appointment of 13
Mr. Vernon and Mr. Weiss to Board of Directors.
</TABLE>
3
<PAGE>
Exhibit 99.41
(LETTERHEAD OF XYTRONYX APPEARS HERE)
FOR IMMEDIATE RELEASE
CONTACT: Dale A. Sander, Chief Financial Officer
Larry Bymaster, Chief Executive Officer
(619) 550-3900
________________________________________________________________________
XYTRONYX, INC. REPORTS FISCAL 1996 SECOND QUARTER RESULTS
SAN DIEGO, CA, NOVEMBER 14, 1995 -- Xytronyx, Inc. (AMEX: XYX) today announced
results for the fiscal second quarter ended September 30, 1995.
Revenues for the second quarter ended September 30, 1995 were $50,000 compared
to $146,000 for the same period of the prior year. Net loss for the quarter was
$878,000 or $0.17 per share, compared to a loss of $902,000 or $0.18 per share
for the second quarter of the prior year.
Revenues for the six months ended September 30, 1995 were $141,000, compared to
$1,101,000 for the same period of the prior year. Net results were a loss of
$1,586,000 or $0.30 per share, compared to a loss of $1,590,000 or $0.32 per
share for the same period of the prior year. Prior year revenues included
proceeds from an agreement with Coors Brewing Company for the use of Xytronyx's
Kephra(TM) reversible color change technology in a summer 1994 promotion. No
such revenues were earned in the current six month period. Xytronyx noted that
the net loss in the current year period was approximately equal to that for the
prior year (despite the decrease in revenues) due to cost reductions enacted
during the current year.
Xytronyx also reported that subsequent to the end of the quarter the Company had
received a payment of $150,000 related to the exclusive use of the Kephra
technology in a specific market.
Xytronyx also announced that approximately $3 million had been deposited in an
escrow account relating to a private placement by Xytronyx of restricted common
stock and warrants. The funds will be held in escrow until the closing of the
private placement. If closing does not occur, for any reason, the funds will be
returned to the subscribers. A portion of the common stock and warrants are
subject to a lock-up agreement which would restrict their resale for a period of
up to one year. In addition, the common stock and warrants have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States without registration or an applicable exemption
from registration requirements.
(Table Following)
<PAGE>
Exhibit 99.41 (continued)
XYTRONYX, INC. AND SUBSIDIARY (A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
September 30 September 30
------------------------- ---------------------------------
1995 1994 1995 1994
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES
Product sales $ 11,030 $ 3,994 $ 11,030 $ 603,723
License fees and royalties - 110,000 - 330,000
Contract research 5,000 - 45,000 99,151
Marketing rights 30,000 - 30,000 -
Interest and other 4,170 31,780 54,878 68,099
- ------------------------------------------------------------------------------------------------------
Total revenues 50,200 145,774 140,908 1,100,973
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COSTS AND EXPENSES
Cost of product sales 29,397 49,941 60,414 349,194
Product development 444,053 487,069 701,723 1,142,532
General and administrative 276,156 401,381 692,011 842,556
Business development
and marketing 166,889 99,077 261,305 329,063
Interest and other 11,433 10,017 11,135 27,924
- ------------------------------------------------------------------------------------------------------
Total costs and expenses 927,928 1,047,485 1,726,588 2,691,269
- ------------------------------------------------------------------------------------------------------
Net loss ($877,728) ($901,711) ($1,585,680) ($1,590,296)
- ------------------------------------------------------------------------------------------------------
Net loss per share
of common stock ($0.17) ($0.18) ($0.30) ($0.32)
- ------------------------------------------------------------------------------------------------------
Weighted average
shares outstanding 5,263,029 4,994,551 5,263,029 4,950,734
- ------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
BALANCE SHEET DATA AS OF
SEPTEMBER 30, March 31,
1995 1995
----------------------------
<S> <C> <C>
Cash, cash equivalents and
short-term investments $ 319,490 $1,820,078
Total assets 1,050,057 2,304,937
Long-term liabilities 28,846 24,353
Stockholders' equity 298,129 1,883,809
</TABLE>
<PAGE>
Exhibit 99.42
Amendment No. 1
---------------
to
--
RIGHTS AGREEMENT
----------------
between
XYTRONYX, INC.
and
FIRST CHICAGO TRUST COMPANY OF NEW YORK
as Rights Agent
Amendment No. 1 Dated as of November 10, 1995
<PAGE>
Exhibit 99.42 (continued)
AMENDMENT No. 1
TO RIGHTS AGREEMENT
This Amendment No. 1 To Rights Agreement is made and entered into as of
the 10th day of November, 1995 between Xytronyx, Inc., a Delaware corporation
(the "Company"), and First Chicago Trust Company of New York (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent have been directed in
accordance with Section 27(a) of the Rights Agreement by and between the Company
and the Rights Agent, dated as of April 2, 1991 (the "Rights Agreement"), to
amend the Rights Agreement in accordance with the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the parties hereby
mutually agree and consent to the Amendment of the Rights Agreement so that the
Section 1(j) thereof be deleted and replaced in its entirety as follows:
(j) "Exempt Person" shall mean (i) the Company, any wholly owned
Subsidiary of the Company, any employee benefit plan of the Company or of a
Subsidiary of the Company, or any person holding Voting Shares for or pursuant
to the terms of any such employee benefit plan and; (ii) Peter Baram and the
Peter Baram Revocable Trust dated December 22, 1988; (iii) any Person who is or
hereinafter becomes a relative of Peter Baram, by blood or marriage, or the
estate of Peter Baram or any such Person; (iv) any currently existing or
subsequently established trust, plan or other entity or vehicle for the benefit
of Peter Baram or any of his relatives by blood or marriage, or any Person who
is the beneficial owner of any voting shares held by or pursuant to the terms
and conditions of any such entity or vehicle; and (v) Paramount Capital, Inc.
and its affiliates such that they Beneficially Own, in the aggregate, no more
that thirty percent of the Voting Shares of the Company.
Except as expressly modified herein, the Rights Agreement shall remain
in full force and effect and is hereby ratified and affirmed.
<PAGE>
Exhibit 99.42 (continued)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
ATTEST: XYTRONYX, INC.
/s/ DALE A. SANDER By: /s/ LARRY O. BYMASTER
- ------------------ -----------------------
Name: Dale A. Sander Name: Larry O. Bymaster
Title: Chief Financial Officer/Secretary Title: Chief Executive Officer
ATTEST: FIRST CHICAGO TITLE COMPANY
OF NEW YORK, as Rights Agent
/s/ KEVIN LAURITA By: /s/ RALPH PERSICO
- ----------------- ------------------
Name: Kevin Laurita Name: Ralph Persico
Title: Assistant Vice President Title: Customer Service Officer
<PAGE>
Exhibit 99.43
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "XTRONYX, INC.", FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF
NOVEMBER, A.D. 1995, AT 12:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
[SEAL OF STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE] /s/ Edward J. Freel
-------------------
Edward J. Freel,
Secretary of State
AUTHENTICATION: 7717122
DATE: 11-17-95
<PAGE>
Exhibit 99.43 (continued)
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATIONS OF
SERIES R JUNIOR PARTICIPATING CUMULATIVE
PREFERRED STOCK, $25.00 PAR VALUE
XYTRONYX, INC.
_______________________________
Pursuant to Section 151
of the General Corporation Law of
the State of Delaware
_______________________________
Xytronyx, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY THAT:
FIRST: That at a meeting of the Board of Directors of the Corporation
on November 10, 1995, a resolution was duly adopted setting forth an amendment
to the Certificate of Designations of Series R Junior Participating Cumulative
Preferred Stock, $25.00 Par Value, of the Corporation, declaring said amendment
to be advisable. The resolution setting forth the proposed amendment is as
follows:
"Resolved that the Certificate of Designations of Series R Junior
Participating cumulative Preferred Stock, $25.00 par value, of the
Corporation be amended by changing Section 1 thereof so that, as
amended, said subsection shall be and read as follows:
Section 1. Designation and Amount. The shares of such series shall be
-----------------------
designated as Series R. Junior Participating Cumulative Preferred
Stock, par value $25.00 per share (the "Series R Preferred Stock"),
and the number of shares constituting such series shall be Two Hundred
Thousand (200,000)."
SECOND: That the foregoing amendment has been duly adopted in accordance
with the applicable provisions of Sections 151 and 242 of the General
Corporation Law of the State of Delaware.
<PAGE>
Exhibit 99.43 (continued)
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its President and attested to by its Secretary this _____ day of
November, 1995.
By: /s/ LARRY O. BYMASTER
---------------------
Larry O. Bymaster
President and Chief Executive Officer
ATTEST:
/s/ DALE A. SANDER
Dale A. Sander
Secretary
(CORPORATE SEAL)
<PAGE>
Exhibit 99.44
(LETTERHEAD OF XYTRONYX APPEARS HERE)
FOR IMMEDIATE RELEASE
CONTACT: Dale A. Sander, Chief Financial Officer
Larry Bymaster, Chief Executive Officer
(619) 550-3900
________________________________________________________________________
XYTRONYX, INC. COMPLETES $3.5 MILLION PRIVATE PLACEMENT
SAN DIEGO, CA, November 28, 1995 -- Xytronyx, Inc. (AMEX: XYX) today announced
that it has completed a private placement of common stock and warrants resulting
in gross proceeds of approximately $3.5 million.
Paramount Capital, Incorporated, a New York-based investment banking firm, acted
as placement agent for the private placement.
The private placement consisted of the sale of 35 units at a price of $100,000
per unit to "accredited investors" as defined by the federal securities laws, or
$1.25 per share of common stock included in the units. Each unit consisted of
80,000 shares of common stock and warrants to purchase an additional 100,000
shares. Each warrant entitles the holder to purchase one share of common stock
at an exercise price of $1.00 per share.
The Company has agreed to file a registration statement on Form S-3 under the
Securities Act of 1933, as amended, covering the sale of the common stock and
the warrants. However, 75% of the common stock and warrants included in the
placement are subject to a lock-up agreement which restricts their resale for a
period of six months to one year.
The terms of the private placement were authorized by the Board of Directors of
Xytronyx, including the independent directors.
<PAGE>
Exhibit 99.45
(LETTERHEAD OF XYTRONYX APPEARS HERE)
FOR IMMEDIATE RELEASE
CONTACT: Dale A. Sander, Chief Financial Officer
Larry Bymaster, Chief Executive Officer
(619) 550-3900
________________________________________________________________________
XYTRONYX, INC. ELECTS MR. ELLIOT H. VERNON AND
MR. MICHAEL S. WEISS TO BOARD OF DIRECTORS
SAN DIEGO, CA, December 4, 1995 -- Xytronyx, Inc. (AMEX: XYX) today announced
that Mr. Elliot H. Vernon and Mr. Michael S. Weiss have been elected to the
Board of Directors of Xytronyx, Inc. The election increases the number of the
Company's Directors from seven to nine.
"Xytronyx is pleased that Mr. Vernon and Mr. Weiss have agreed to join our Board
of Directors," said Larry Bymaster, Chairman and CEO of Xytronyx. "We believe
that their experience in the health care industry and financial markets will
contribute to our future success."
Mr. Vernon is Chairman of the Board and Chief Executive Officer of HealthCare
Imaging Services, Inc., a publicly held healthcare management and services
company that supplies medical equipment and services. Mr. Vernon is also a
director of Transworld Home Healthcare, Inc., a publicly held supplier of
alternate site healthcare services and products. He is a partner in several
medical-related concerns and is Of Counsel to the law firm of Schottland,
Aaron, Plaza, Costanzo & Manning, Esqs.
Mr. Weiss is General Counsel of The Castle Group, LLC, a venture capital firm,
and is a Vice President of Paramount Capital, Incorporated, an investment
banking firm. Paramount Capital served as placement agent on the $3.5 million
private placement recently completed and announced by Xytronyx. Prior to
joining the Castle Group and Paramount Capital, Mr. Weiss was an attorney with
Cravath, Swaine & Moore. Mr. Weiss serves on the Board of Directors of several
privately held biopharmaceutical companies.
