<PAGE> 1
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
DECEMBER 28, 1999
Date of Report (Date of earliest event reported)
LXR BIOTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-12968 68-0282856
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
LXR BIOTECHNOLOGY, INC.
3095 RICHMOND PARKWAY, SUITE 213
RICHMOND, CALIFORNIA 94806
(Address of principal executive offices, including zip code)
(510) 758-4396
(Registrant's telephone number, including area code)
Page 1 of 3
Exhibit Index appears on page 3
<PAGE> 2
ITEM 5. OTHER EVENTS
On December 28, 1999, LXR Biotechnology, Inc. (the "Company") announced that it
intends to suspend the registration of its stock with the Securities and
Exchange Commission by the end of calendar year 1999. The number of shareholders
of record as of December 22, 1999 was 276. The Company has not had 300 or more
shareholders of record since June 1998.
The Company's shares are currently traded on the Nasdaq OTC Bulletin Board under
the symbol LXRI. As a result of the suspension of its SEC reporting obligations,
the Company will no longer be eligible to be traded on the OTC Bulletin Board.
The Company has also terminated its agreement with US Bancorp Piper Jaffray
relating to that firm's search for a purchaser of the Company or its technology.
The Company will continue to evaluate the feasibility of selling either the
company or its remaining assets and has discontinued research and development
operations while it undertakes this evaluation.
The information set forth in the press release attached hereto as Exhibit 99.1
is incorporated by reference in its entirety.
ITEM 7. EXHIBITS
The following financial statements, pro forma financial
information and exhibits, if any, are filed as part of this report:
(a) EXHIBITS
99.1 Press Release, dated December 28, 1999
Page 2 of 3
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
LXR BIOTECHNOLOGY, INC.
By: /s/ Paul J. Hastings
-------------------------------------
Paul J. Hastings, Director
Dated: December 28, 1999
EXHIBIT INDEX
<TABLE>
<S> <C>
Exhibit Number Description
99.1 Press Release, dated December 28, 1999
</TABLE>
Page 3 of 3
<PAGE> 1
EXHIBIT 99.1
LXR ANNOUNCES SUSPENSION OF SEC REPORTING
Contact: LXR Biotechnology Inc.
510.758.4396
Richmond, California - December 28, 1999 - LXR Biotechnology Inc. (OTC
BB: LXRI) announced today that it intends to suspend the registration of its
stock with the Securities and Exchange Commission by the end of calendar year
1999. The suspension, which will enable cost savings to the company, will take
effect automatically upon the filing of required forms with the SEC, subject to
SEC review. The filing will be based on the decrease in the number of LXR
stockholders below the level requiring continued registration.
LXR's shares are currently traded on the Nasdaq OTC Bulletin Board under
the symbol LXRI. As a result of the suspension of its SEC reporting obligations,
LXR will no longer be eligible to be traded on the OTC Bulletin Board. LXR
shares may continue to trade on the so-called "pink sheets."
In addition, LXR announced that it has agreed with US Bancorp Piper
Jaffray to suspend that firm's search for a purchaser of the company or its
technology. LXR will continue to evaluate the feasibility of selling either the
company or its remaining assets. The company has effectively discontinued
operations while it undertakes this evaluation.
LXR Biotechnology Inc. is a biopharmaceutical company with intellectual property
and research technology for the development of innovative therapeutics to treat
diseases through the control of apoptosis or gene-directed cell death. LXR's
compounds include HK-Cardiosol(TM), CP-Cardiosol(TM) and Elirex(TM).
SOURCE: LXR Biotechnology Inc.