UNITED STATES
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): July 21, 1999
XOMA LTD.
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(Exact name of registrant as specified in its charter)
BERMUDA
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(State or other jurisdiction of incorporation)
0-14710 94-2756657
(Commission File Number) (IRS Employer Identification No.)
2910 Seventh Street, Berkeley, California 94710
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (510) 644-1170
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On July 22, 1999, XOMA Ltd. issued the announcement attached hereto as
Exhibit 1, which is incorporated herein by reference, that it had completed a
private placement of 3,024,086 common shares for net proceeds of $16,519,000.
The Company entered into a subscription agreement with the investors, a copy of
which is attached hereto as Exhibit 2 and incorporated herein by reference.
Under the terms of a registration rights agreement, the Company granted the
investors registration rights for the common shares issued to them, a copy of
which is attached hereto as Exhibit 3 and incorporated herein by reference. The
Company also issued warrants to purchase an aggregate of 150,000 common shares
to Sutro & Co. Incorporated and Arnhold & S. Bleichroeder, Inc., financial
advisors to the Company in the July 1999 private placement, and granted
registration rights for the warrants issued to them pursuant to a registration
rights agreement. Copies of the warrant and related registration rights
agreement are attached hereto as Exhibit 4 and Exhibit 5, respectively, and
incorporated herein by reference.
Item 7. Exhibits
1. Press Release dated July 22, 1999.
2. Form of Subscription Agreement dated as of July 21, 1999 by and between
XOMA Ltd. and the purchasers of Common Shares in the July 1999 private
placement
3. Form of Registration Rights Agreement dated as of July 21, 1999 by and
between XOMA Ltd. and the purchasers of Common Shares in the July 1999
private placement
4. Form of Common Share Purchase Warrant
5. Form of Registration Rights Agreement dated as of July 21, 1999 by and
between XOMA Ltd. and the placement agents in the July 1999 private
placement
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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: July 23, 1999 XOMA LTD.
By: /s/ Christopher J. Margolin
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Christopher J. Margolin
Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Number Description
1. Press Release dated July 22, 1999
2. Form of Subscription Agreement dated as of July 21, 1999 by and between
XOMA Ltd. and the purchasers of Common Shares in the July 1999 private
placement
3. Form of Registration Rights Agreement dated as of July 21, 1999 by and
between XOMA Ltd. and the purchasers of Common Shares in the July 1999
private placement
4. Form of Common Share Purchase Warrant
5. Form of Registration Rights Agreement dated as of July 21, 1999 by and
between XOMA Ltd. and the placement agents in the July 1999 private
placement