XYTRONYX INC
8-K, 1996-05-24
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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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):
                                  May 22, 1996

     

                                 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) 550-3900
                                                     --------------


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Item 5.   Other Events.

     The News Release dated May 22, 1996 announcing European distribution
agreement for the Periodontal Tissue Monitor kit, filed as Exhibit 99.52 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
     -------                  -------------------

     99.52     News Release dated May 22, 1996 announcing  European distribution
               agreement for the Periodontal Tissue Monitor kit.











                                   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:  May 24, 1996


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                                INDEX TO EXHIBITS



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

  99.52     News Release dated May 22, 1996 announcing  European 
            distribution agreement for the Periodontal Tissue 
            Monitor kit.


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FOR IMMEDIATE RELEASE

CONTACT:  Dale A. Sander, Chief Financial Officer
          Larry Bymaster, Chief Executive Officer
          (619) 550-3900
- --------------------------------------------------------------------------------

          XYTRONYX, INC. ANNOUNCES EUROPEAN DISTRIBUTION AGREEMENT FOR 
                           PERIODONTAL TISSUE MONITOR

SAN DIEGO, CA,  May 22, 1996 -- Xytronyx, Inc. (AMEX:  XYX) today announced that
it has entered into an agreement with Hawe-Neos Dental to distribute the
Xytronyx Periodontal Tissue Monitor kit (the "PTM") in Europe.  Under the
agreement, Hawe-Neos, which is headquartered in Bioggio, Switzerland, will
market the product on an exclusive basis in Europe for a period of 18 months and
has the option to extend the term of its distribution rights for an additional 5
years subject to certain minimum purchase quantities.

"Our relationship with Hawe-Neos will give us a marketing partner with over 60
years experience in manufacturing and marketing dental products in Europe.  We
look forward to launching the PTM in Europe as early as the fall of 1996,"
commented Larry Bymaster, Xytronyx Chairman.  "Hawe-Neos will have its PTM
marketing strategy in place within the next month and will also develop the
multi-language instructions and marketing materials required for the diverse
European dental market."

The PTM is a chairside test designed to assist dental practitioners with the
assessment, and the monitoring of the effectiveness of treatment, of
periodontitis, a serious form of periodontal disease.  The product has been
approved for marketing in most of Western Europe.  As previously announced, in
March 1996 Xytronyx completed U.S. clinical trials of the PTM required for a
premarket approval application to the FDA for clearance to market the product in
the United States.  Xytronyx expects to submit the application to the FDA during
this summer. 

THE STATEMENTS MADE IN THIS PRESS RELEASE CONTAIN CERTAIN FORWARD-LOOKING
STATEMENTS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES.  ACTUAL EVENTS OR
RESULTS MAY DIFFER FROM THE 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 DECEMBER 31, 1995 AS WELL AS ITS ANNUAL REPORTS ON FORM 10-K, MAY EFFECT
THE RESULTS ACHIEVED BY XYTRONYX.


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