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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 27, 2006
CYCLACEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-50626 91-1707622
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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 (858) 860-2500
(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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TABLE OF CONTENTS
Item 9.01. Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.5
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TABLE OF CONTENTS
EXPLANATORY NOTE
On March 30, 2006, Cyclacel Pharmaceuticals, Inc., (formerly Xcyte Therapies,
Inc.) (the "Company"), filed a Form 8-K (the "Initial 8-K") to report, among
other matters, the completion of the Stock Purchase Agreement with Cyclacel
Group plc, a company registered in England and Wales ("Cyclacel Group") on March
27, 2006, whereby the Company acquired from Cyclacel Group all of the issued and
outstanding share capital of Cyclacel Limited, a company registered in England
and Wales. In the Initial 8-K, we stated that we would file by amendment the
financial information required under Item 9.01 of Form 8-K, within 71 days after
the date on which the Initial 8-K was filed. As permitted by Item 9.01(a)(4) and
Item 9.01(b)(2) of Form 8-K, we filed an amended current report on Form 8-K/A on
May 27, 2006 (the "Amended 8-K") amending the Initial 8-K to disclose certain
financial information of the Company and pro forma financial information.
On June 23, 2006, the Company discovered that certain transaction costs, in an
amount of $825,000, incurred by Xcyte Therapies, Inc. in connection with the
completion of the Stock Purchase Agreement with Cyclacel Group plc were omitted
from accrued liabilities on completion of the merger with a consequent incorrect
allocation of the merger purchase price. This error was included in the
unaudited pro forma financial information for the three month period ended March
31, 2006 included in Exhibit 99.5 of the Amended 8-K. We are filing this second
amendment solely to correct the pro forma financial statements contained in
Exhibit 99.5 of the Amended 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired
The required audited financial information for Cyclacel Limited as of December
31, 2004 and 2005, for the nine months ended December 31, 2003 and the years
ended December 31, 2004 and 2005 and the period from August 13, 1996 (inception)
to December 31, 2005 were included as Exhibit 99.4 to the Amended 8-K. Because
the former Cyclacel Group shareholders held 79.7% of the Company's common stock
immediately following the Stock Purchase, Cyclacel Group's designees to the
Company's board of directors represent a majority of the Company's directors and
Cyclacel Limited's senior management represented a majority of the senior
management of the combined company immediately following the Stock Purchase,
Cyclacel is deemed to be the acquiring company for accounting purposes. The
financial statements of the Company were also previously filed on a Current
Report on Form 8-K dated May 16, 2006 with the Securities and Exchange
Commission on May 16, 2006.
(b) Pro forma financial information
The required unaudited pro forma financial information for the fiscal year ended
December 31, 2005 and the three months ended March 31, 2006, as amended, is
included as Exhibit 99.5 and is hereby incorporated by reference.
(c) Exhibits
99.4 Audited financial statements of Cyclacel Limited as of December 31, 2004
and 2005, and for the nine months ended December 31, 2003, the years
ended December 31, 2004 and 2005, and the period from August 13, 1996
(inception) to December 31, 2005*
99.5 Unaudited condensed pro forma combined financial information
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* Previously filed.
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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.
Date: July 7, 2006 By: /s/ PAUL McBARRON
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Name: Paul McBarron
Title: E.V.P., Finance & Chief Operating Officer
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EXHIBITS
99.5 Unaudited condensed pro forma combined financial information, as amended
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