LXR BIOTECHNOLOGY INC
8-K, 1999-06-16
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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<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


         Date of Report (Date of earliest event reported): June 10, 1999



                             LXR Biotechnology Inc.
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
                 (State or other jurisdiction of incorporation)



                      1-12968                           68-0282856
             (Commission File No.)           (IRS Employer Identification No.)


                    1401 Marina Way South, Richmond, CA 94804
              (Address of principal executive offices and zip code)



       Registrant's telephone number, including area code: (510) 412-9100



                                       1.
<PAGE>   2

ITEM 5.   OTHER EVENTS.

On June 10, 1999, LXR Biotechnology Inc. announced that it would form a small
development organization focused only on the preclinical and clinical
advancement of its late stage projects, and eliminate operations unrelated to
this focus. This is expected to reduce expenses and provide funding for
continued operations. As a result of this new strategy, LXR will auction its
research laboratory equipment no longer needed for the development of its
later-stage products. LXR also plans to relocate its headquarters to a smaller
office space in Richmond, California, as part of its efforts to conserve its
cash resources. G. Kirk Raab, Chairman of the Board of Directors of LXR
announced that Paul J. Hastings will step down as President & Chief Executive
Officer on June 14, 1999, but will retain his seat on the Board of Directors.
Mr. Hastings will continue in his role on the Board of Directors to help
coordinate the development efforts led by outside collaborators, including the
search for strategic alternatives for the company and its products. Mr. Raab
will be acting president of the company for an interim period of time.


See the Company's press release attached hereto as Exhibit 99.1.

ITEM 7.   EXHIBITS.

Exhibit 99.1   Press Release, dated June 10, 1999, entitled "LXR Announces
               future plans for Company"




SIGNATURE

        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.


                                                  LXR BIOTECHNOLOGY INC.


Dated:  June 16, 1999                       By:   /s/ G. Kirk Raab
                                                  ------------------------------
                                                  G. Kirk Raab
                                                  Acting President



                                       2.
<PAGE>   3

                                INDEX TO EXHIBITS

Exhibit 99.1   Press Release, dated June 10, 1999, entitled "LXR Announces
               future plans for Company"



                                       3.

<PAGE>   1
                                                                    EXHIBIT 99.1



                      [LXR BIOTECHNOLOGY INC. LETTERHEAD]



Contact:  LXR Biotechnology Inc.
          510.412.9100


                     LXR ANNOUNCES FUTURE PLANS FOR COMPANY

        Richmond, California - June 10, 1999 - LXR Biotechnology Inc. (AMEX:LXR)
today announced that it would form a small development organization focused only
on the preclinical and clinical advancement of its late stage projects, and
eliminate operations unrelated to this focus. This is expected to reduce
expenses and provide funding for continued operations.

    "We have completed staff reductions to decrease overhead and are continuing
to work with US Bancorp Piper Jaffray to identify strategic alternatives for the
Company" said Paul J. Hastings, President and Chief Executive Officer. "LXR will
now look to experienced outside contractors to identify opportunities for
licensing of its nutriceutical product, Lexirin, and to pursue the potential
clinical development of HK-Cardiosol(TM). LXR's remaining internal organization
will require only minimal staff to manage those contractors," added Hastings.

    As a result of this new strategy, LXR will auction its research laboratory
equipment no longer needed for the development of its later-stage products. LXR
also plans to relocate its headquarters to a smaller office space in Richmond,
California, as part of its efforts to conserve its cash resources.

    G. Kirk Raab, Chairman of the Board of Directors of LXR announced that Paul
J. Hastings will step down as President & Chief Executive Officer on June 14,
1999 but will retain his seat on the Board of Directors. Mr. Hastings will
continue in his role on the board of directors to help coordinate the
development efforts led by outside collaborators, including the search for
strategic alternatives for the company and its products. Mr. Raab will be acting
president of the company for an interim period of time.

    "Paul has provided excellent leadership through the past difficult months,
and in keeping with his strong sense of responsibility to the company, he will
continue to guide certain activities of LXR as a member of the board as he moves
on to an important new position in the industry," Raab said.

    LXR Biotechnology Inc. is a biopharmaceutical company engaged in development
of innovative therapeutics designed 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).

<PAGE>   2

    Statements in this press release that are not historical are forward looking
statements. These forward looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
anticipated in any forward looking statements, all of which are difficult to
predict and many of which are beyond the control of the Company, including, but
not limited to risks and uncertainties related to the ability to further develop
its projects through contractors and without physical support facilities, the
ability to find strategic or licensing partners for its projects, other risks
related to new technologies under development, dependence on collaborative
partners, the inherent complexity and uncertainty regarding the development of
new pharmaceutical and medical device products, LXR's early stage development,
the result of research and development efforts, results of future clinical
trials, future capital needs and the uncertainty of additional funding and
government regulations regarding approval of clinical trials, and other factors
which are detailed in the company's reports filed with the Securities and
Exchange Commission. The company does not fully satisfy the American Stock
Exchange Guidelines for continued listing, accordingly, there can be no
assurance that the listing will be continued.

                                       ###


For more information, visit LXR Biotechnology's web site at http://www.lxr.com

SOURCE: LXR Biotechnology Inc.


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