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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 16, 2006
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CYCLACEL PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-50626 91-1707622
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
150 JOHN F. KENNEDY PARKWAY, SUITE 100
SHORT HILLS, NJ 07078
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 847-5955
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01 OTHER EVENTS.
In connection with the filing of its quarterly report on Form 10-Q for
the quarter ended March 31, 2006, Cyclacel Pharmaceuticals, Inc. (the "Company")
is hereby filing the historical financial statements of Cyclacel Limited that
will also be required to be filed in connection with the completion on March 27,
2006 of the transactions contemplated by the Stock Purchase Agreement, dated as
of December 15, 2005, as amended (the "Stock Purchase Agreement"), by and
between the Company (formerly Xcyte Therapies, Inc.) and Cyclacel Group plc. The
Current Report on Form 8-K required to be filed in connection with such
transaction was filed with the Securities and Exchange Commission on March 30,
2006. The amendment to such report to include the required financials statements
will be filed no later than June 6, 2006. A portion of those financial
statements are being filed herewith in order to assist investors in their review
of the Company's quarterly report filed on May 15, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Number Description
99.1 Historical audited financial statements of Cyclacel
Limited together with the related report of the
independent registered public accounting firm.
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.
CYCLACEL PHARMACEUTICALS, INC.
Dated: May 16, 2006
By: /s/ Paul McBarron
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Name: Paul McBarron
Title: Executive Vice President, Finance &
Chief Operating Officer
EXHIBIT INDEX
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Number Description
99.1 Historical audited financial statements of Cyclacel Limited
together with the related report of the independent registered
public accounting firm.
