XYTRONYX INC
8-K, 1995-08-18
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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<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):
                                August 18, 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
              ---------------------------------------------------
              (Address of principal executive offices) (Zip Code)
 
 

Registrant's telephone number,
including area code                         (619) 546-1114
                                            --------------
<PAGE>
 
Item 5.                      Other Events.


          The News Releases dated August 11, 1995, filed as Exhibit 99.38 and
99.39 hereto, are hereby incorporated into this Report by reference.



Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.


     (c)  Exhibits. The following exhibits accompany this Report:
          --------                                               



     Exhibit
     Number           Exhibit Description
     ------           -------------------


     99.38            News Release dated August 11, 1995

     99.39            News Release dated August 11, 1995



                                 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:  August 18, 1995
<PAGE>
 
                                 Index to Exhibits
                                 -----------------



                                                          Sequentially
Exhibit Number            Description of Exhibit          Numbered Page
--------------            ----------------------          -------------

    99.38            News Release dated August 11, 1995        4, 5

    99.39            News Release dated August 11, 1995        6

<PAGE>
 
                         LETTERHEAD OF XYTRONYX, INC.


FOR IMMEDIATE RELEASE

CONTACT:    Dale A. Sander, CFO
            (619) 546-1114


________________________________________________________________________________



           XYTRONYX, INC.  REPORTS FISCAL 1996 FIRST QUARTER RESULTS


SAN DIEGO, CA,  AUGUST 11, 1995 -- Xytronyx, Inc. (AMEX:  XYX) today announced
results for the fiscal first quarter ended June 30, 1995.

Revenues for the first quarter ended June 30, 1995 were $95,000 compared to
$955,000 for the same period of the prior year.  Net loss for the quarter was
$708,000 or $0.13 per share, compared to a loss of $689,000 or $0.14 per share
for the first quarter 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 quarter.

Xytronyx, Inc. is engaged in the development and commercialization of products
based on biotechnological research primarily in the areas of medicine, dentistry
and veterinary medicine.


                                (table follows)
<PAGE>
 
XYTRONYX, INC. AND SUBSIDIARY (A Development Stage Company)

CONSOLIDATED FINANCIAL DATA (unaudited)

<TABLE> 
<CAPTION> 
                                           Three Months Ended 
                                                June 30 
                                       --------------------------
                                           1995           1994  
-----------------------------------------------------------------
<S>                                    <C>             <C> 
REVENUES
   Product sales                       $        -      $  599,729   
   License fees and royalties                   -         220,000
   Contract research                       40,000          99,151 
   Option agreements                            -               -
   Interest and other                      54,901          36,319 
-----------------------------------------------------------------
Total revenues                             94,901         955,199 
-----------------------------------------------------------------

COSTS AND EXPENSES
   Cost of product sales                   31,017         299,253  
   Product development                    257,670         655,463 
   General and administrative             415,855         441,131 
   Business development
     and marketing                         94,416         229,986  
   Interest and other                       3,895          17,907   
-----------------------------------------------------------------
Total costs and expenses                  802,853       1,643,740
-----------------------------------------------------------------

Net loss                               $ (707,952)     $ (688,541)    
-----------------------------------------------------------------

Net Loss Per Share
   of Common Stock                         ($0.13)         ($0.14)   
-----------------------------------------------------------------

Weighted Average
   Shares Outstanding                   5,263,029       4,906,436  
-----------------------------------------------------------------



                                        Balance Sheet Data as of
                                     June 30, 1995   March 31, 1995
                                     ------------------------------
Cash, cash equivalents and  
   short-term investments                $992,647      $1,820,078
Total assets                            1,845,328       2,304,937
Long-term liabilities                      11,895          24,353
Stockholders' equity                    1,175,857       1,883,809

</TABLE>

<PAGE>
 
                         LETTERHEAD FOR XYTRONYX, INC.


FOR IMMEDIATE RELEASE


CONTACT:    Dale A. Sander, Chief Financial Officer
            Larry Bymaster, Chief Executive Officer
            (619) 546-1114


________________________________________________________________________________



          XYTRONYX, INC.  EXTENDS STANDSTILL AGREEMENT REGARDING THE 
                      XYTRONYX PERIODONTAL TISSUE MONITOR


SAN DIEGO, CA,  AUGUST 11, 1995 -- Xytronyx, Inc. (AMEX:  XYX) announced that it
has agreed to extend for an additional five weeks the "Standstill Agreement"
with a company based  in the United States.  As previously announced on July 7,
1995, Xytronyx will not enter into any agreements to market the Xytronyx
Periodontal Tissue Monitor during the period of the Standstill Agreement.

"The extension gives Xytronyx and the company the time to finalize our
respective evaluations of a possible marketing agreement between our two
companies," said Larry Bymaster, Chairman and CEO of Xytronyx.  "We are
continuing to evaluate other potential marketing partners based in both the
United States and Europe."

The Periodontal Tissue Monitor is designed to assist with the diagnosis and to
monitor the effectiveness of treating periodontitis, a common form of gum
disease and the leading cause of tooth loss in adults.  The Periodontal Tissue
Monitor has been approved for sale in certain Western European Countries,
Canada, and the People's Republic of China.  Clinical trials are currently being
held in the United States, and Xytronyx expects after completion of the trials
to file with the FDA for approval to market the product in the United States.


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