UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 ON FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 28, 1999 XOMA LTD. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) BERMUDA - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-14710 94-2756657 - --------------------------- -------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 2910 Seventh Street, Berkeley, California 94710 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (510) 644-1170 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) -2- Item 7. Exhibits 1. Press Release dated January 29, 1999* 2. Form of Subscription Agreement dated as of January 28, 1999 by and between XOMA Ltd. and the purchasers of Common Shares in the 1999 Private Placement 3. Form of Registration Rights Agreement dated as of January 28, 1999 by and between XOMA Ltd. and the purchasers of Common Shares in the 1999 Private Placement 4. Form of Escrow Agreement dated as of January 28, 1999 by and between XOMA Ltd., Brian W. Pusch as Escrow Agent and the purchasers of Common Shares in the 1999 Private Placement 5. Form of Common Share Purchase Warrant - ------------ * Previously filed -3- 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. Dated: February 18, 1999 XOMA LTD. By: /s/ Peter B. Davis ------------------------------- Peter B. Davis Vice President, Finance and Chief Financial Officer EXHIBIT INDEX Number Description 1. Press Release dated January 29, 1999* 2. Form of Subscription Agreement dated as of January 28, 1999 by and between XOMA Ltd. and the purchasers of Common Shares in the 1999 Private Placement 3. Form of Registration Rights Agreement dated as of January 28, 1999 by and between XOMA Ltd. and the purchasers of Common Shares in the 1999 Private Placement 4. Form of Escrow Agreement dated as of January 28, 1999 by and between XOMA Ltd., Brian W. Pusch as Escrow Agent and the purchasers of Common Shares in the 1999 Private Placement 5. Form of Common Share Purchase Warrant - ------------ * Previously filed