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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):
December 19, 1996
XYTRONYX, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-14838 36-3258753
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(Commission 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 December 19, 1996 announcing that the Company had
an initial closing in a private placement of equity securities to accredited
individuals and institutional investors pursuant to Regulation D under the
Securities Act of 1933, as amended, that the Company had hired Dr. H.
Laurence Shaw to serve as the Company's new Chief Executive and President,
that Jerry A. Weisbach has agreed to join the Company's Board of Officer
Directors and Scientific Advisory Board, and that David W. Golde, M.D. has
agreed to joint the Company as Chairman of the Scientific Advisory Board
filed as Exhibit 99.1 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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99.1 News Release dated December 19, 1996 announcing that
the Company had an initial closing in a private
placement of equity securities to accredited
individuals and institutional investors pursuant to
Regulation D under the Securities Act of 1933, as
amended, that the Company had hired Dr. H. Laurence
Shaw to serve as the Company's new Chief Executive
Officer and President, that Jerry A. Weisbach has
agreed to join the Company's Board of Directors and
Scientific Advisory Board, and that David W. Golde,
M.D. has agreed to joint the Company as Chairman of
the Scientific Advisory Board.
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/ LARRY O. BYMASTER
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Larry O. Bymaster
Chief Executive Officer
Date: December 27, 1996
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
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99.1 News Release dated December 19, 1996 announcing that
the Company had an initial closing in a private
placement of equity securities to accredited
individuals and institutional investors pursuant to
Regulation D under the Securities Act of 1933, as
amended, that the Company had hired Dr. H. Laurence
Shaw to serve as the Company's new Chief Executive
Officer and President, that Jerry A. Weisbach has
agreed to join the Company's Board of Directors and
Scientific Advisory Board, and that David W. Golde,
M.D. has agreed to joint the Company as Chairman of
the Scientific Advisory Board.
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FOR IMMEDIATE RELEASE
CONTACT: Larry Bymaster, Chief Executive Officer-Pro Tem
Laurence Shaw
(619) 550-3900
________________________________________________________________________________
XYTRONYX, INC. ANNOUNCES ELECTION OF NEW CHIEF
EXECUTIVE OFFICER, APPOINTMENT OF TWO NEW
DIRECTORS AND PRIVATE PLACEMENT CLOSING
SAN DIEGO, CA, December 19, 1996 -- Xytronyx, Inc. (AMEX: XYX) today
announced that it had hired Dr. H. Laurence Shaw to serve as the Company's
new Chief Executive Officer and President, and that it closed on a net amount
of $2,910,150 in an initial closing of its Private Placement. The proceeds
received in the initial closing represent funds which will allow the Company
to continue as a going concern into 1997. Additionally, Jerry A. Weisbach
has agreed to join the Company's Board of Directors and Scientific Advisory
Board, and David W. Golde, M.D. has agreed to join the Company as Chairman of
the Scientific Advisory Board.
The closing on the $2,910,150 (gross of $3,345,000) represents the first
closing in a Private Placement of Units at a price per Unit of $100,000, each
Unit consisting of 500 shares of Preferred Stock, par value $25.00 per share,
stated value $200.00 per share, and 50,000 Common Stock Purchase Warrants, to
accredited individuals and institutional investors pursuant to Regulation D
under the Securities Act of 1933, as amended. The maximum proposed offering
amount of 100 Units would represent aggregate proceeds of $10 million,
subject to an additional overallotment option of 25 Units. Each share of
Preferred Stock may be converted at the option of the holder at the lowest of
80% of the average closing bid price of the Company's Common Stock on AMEX
for the thirty consecutive trading days immediately preceding the date of any
closing in the Private Placement. In addition, the Conversion Price is
subject to further adjustment on the date which is twelve months after the
final closing date if the average closing bid price of the Common Stock for
the thirty consecutive trading days immediately preceding that date is less
than 130% of the Conversion Price as adjusted, subject to a limit on the
number of shares that may be issued pursuant to such reset. Each Warrant
entitles the holder to purchase one share of Common Stock at a price of $1.00
per share and may be exercised until November 26, 2005. The Company expects
the Private Placement to be completed in or about January, 1997 but in any
event no later than March, 1997.
"I am very excited to have the opportunity to help shape the future of a
Company with several promising technologies" said Dr. Shaw. "With the
consummation of the Private Placement financing and the involvement of Drs.
Weisbach and Golde in the development of the Company's technology, I believe
the Company will be in an excellent position to realize its great potential."
Mr. Bymaster said "I look forward to working closely with Dr. Shaw and am
pleased to continue to play a part in the ongoing positive development of the
Company." Mr. Bymaster, the present CEO and President, will take on a new
position with the primary responsibility of overseeing the Company's PTM and
Kephra product lines.
The Company intends to use the proceeds from the Private Placement for
the payment of accrued liabilities, completion of preclinical development of
its cancer therapies, working capital for general corporate purposes and for
the repayment of certain indebtedness.
Prior to joining the Company, Dr. Shaw served as Corporate Vice President
Research Development of C.R. Bard. Prior to that, from 1993-1995, he served
as Chief Executive Officer, President and Director of Atlantic
Pharmaceuticals, Inc. and from 1984-1993, he was Vice President, Medical and
Regulatory Affairs and Advanced Research at Abbott Laboratories. Dr. Shaw
has also held positions at Revlon Health Care Ltd., Merck and Smithkline
Corporation. Dr. Shaw is a graduate of the University College Hospital
Medical School, London, UK and is a Fellow of the faculty of Pharmaceutical
Medicine of the Royal College of Physicians, a Fellow of the American College
of Clinical Pharmacology, and a member of many professional associations.
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Dr. Weisbach is a member of the Board of Directors of Hybridon, Inc.,
Cima Labs, Xenometrix, Inc., Synthon Corporation and Neose Technologies, Inc.
and is a member of the Scientific Advisory Boards of Magainin
Pharmaceuticals, Chemgenics, Inc. and AVAX Technologies, Inc. Dr. Weisbach is
a former Vice President of Warner-Lambert Company and President of its
Pharmaceutical Research Division where, from 1979 to 1987, he was responsible
for all pharmaceutical research and development activities of Warner-Lambert.
Prior to joining Warner-Lambert in 1979, Dr. Weisbach served at Smith Kline
and French Laboratories from 1960 to 1979, where he was Vice President,
Research from 1977 to 1979. From 1988 to 1994, he was Director of Technology
Transfer and continues as Adjunct Professor at Rockefeller University. Dr.
Weisbach received his Ph.D. in Chemistry from Harvard University.
David W. Golde, M.D. is Physician-in-Chief, Memorial Hospital, Memorial
Sloan-Kettering Cancer Center in New York and holder of the Enid A. Haupt
Chair in Hematologic Oncology. Dr. Golde is also a Professor of Medicine at
Cornell University Medical College, a Professor of Molecular Pharmacology and
Therapeutics at Cornell University Graduate School of Medical Sciences, a
Member of the Sloan-Kettering Institute, and an Attending Physician at
Memorial Hospital. Dr. Golde has authored more than 400 scientific and
medical publications. Dr. Golde received an M.D., C.M. from McGill
University and a B.S. in Chemistry from Fairleigh Dickinson University.
Additionally, the Board of Directors of the Company has authorized
management to take steps to consummate the proposed merger with Binary
Therapeutics, Inc. and to increase the amount of authorized shares of Common
Stock to 100 million shares, each of which will be subject to prior
shareholder approval.
The securities offered or sold in the Private Placement have not have
been registered under the Securities Act of 1933, as amended, or applicable
state securities laws, at the time of the Private Placement and may not be
offered or sold absent registration under the Securities Act and applicable
state securities laws or available exemptions from registration.
The statements made in this press release contain certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Act of 1934 that involve a number of risks
and uncertainties, including the risk that the Company will be unable to
complete the proposed Private Placement to receive sufficient funding to
fully effect its current plans. Among other things, Dr. Shaw has the right
to terminate his employment contract if the Company does not close on gross
proceeds of $7.5 million in the Private Placement. Actual events or results
may differ from Xytronyx's expectations. In addition to the matters
described in this press release, risk factors listed from time to time in
Xytronyx's SEC reports, including, but not limited to, its report on Form
10-Q for the quarter ended September 30, 1996 as well as its Annual Report on
Form 10-K, may effect the results achieved by Xytronyx.
Xytronyx, Inc. is engaged in the development and commercialization of
medical products with a primary focus on cancer treatment.
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