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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):
April 1, 1996
XYTRONYX, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation
0-14838 36-3258753
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(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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Item 5. Other Events.
The News Release dated April 1, 1996 regarding results of special
stockholders meeting, filed as Exhibit 99.49 hereto, is hereby incorporated into
this Report by reference.
Amendment to the Certificate of Incorporation dated April 8, 1996,
filed as Exhibit 3.11 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:
Exhibit
Number Exhibit Description
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99.49 News Release dated April 1, 1996 regarding results of
special stockholders meeting.
3.11 Amendment to the Certificate of Incorporation dated April 8,
1996.
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
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Dale Sander
Chief Financial Officer
Date: April 10, 1996
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description of Exhibit Numbered Page
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99.49 News Release dated April 1, 1996 regarding results
of special stockholders meeting.
3.11 Amendment to Certificate of Incorporation dated
April 8, 1996.
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FOR IMMEDIATE RELEASE
CONTACT: Dale A. Sander, Chief Financial Officer
Larry O. Bymaster, Chief Executive Officer
(619) 550-3900
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XYTRONYX, INC. ANNOUNCES
RESULTS OF SPECIAL STOCKHOLDERS MEETING
SAN DIEGO, CA, April 1, 1996 -- Xytronyx, Inc. (AMEX: XYX) reported that its
stockholders voted to increase the number of authorized shares of the Company's
Common Stock from 15 million shares to 30 million shares. The vote was taken at
a special stockholder meeting held March 28, 1996.
The Company reported that the change in the authorized number of outstanding
shares has no impact on the number of shares of Common Stock currently
outstanding. The authorized number of shares represents the total shares the
Company has the authority to issue if it elects to issue additional shares in
the future.
The Company expects to file an amendment to its Certificate of Incorporation to
amend the number of authorized shares of Common Stock to 30 million to reflect
the action taken by the stockholders.
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
*****
XYTRONYX, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of this
Corporation on February 9, 1996, a resolution was duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of the Corporation,
declaring said amendment advisable and directing that a special meeting of the
stockholders of the Corporation be called for consideration of such amendment.
The resolution setting forth the proposed amendment is as follows:
"RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by changing the first paragraph of Article FOURTH so that, as amended
said Article shall be and read as follows:
"FOURTH: The total number of shares of all classes of stock which
the corporation shall have authority to issue is Thirty Million Three
Hundred Thousand (30,300,000) shares consisting of (a) Thirty Million
(30,000,000) shares of common stock of the par value of Two Cents ($.02)
per share and (b) Three Hundred Thousand (300,000) shares of Preferred
Stock of the par value of Twenty-Five Dollars ($25.00) per share."
SECOND: That at a special meeting and vote of stockholders of the
Corporation, a majority of the issued and outstanding shares entitled to
vote was voted in favor of the foregoing amendment to the Certificate of
Incorporation of the Corporation.
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation
Law of the State of Delaware.
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IN WITNESS WHEREOF, said Xytronyx, Inc. has caused this certificate to be
signed by Larry O. Bymaster, its President, this 8th day of April, 1996.
XYTRONYX, INC.
By /s/ LARRY O. BYMASTER
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Larry O. Bymaster
President and
Chief Executive Officer
