-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PVtmwjqxkUEG9Sb7FUe1vj2KTOPm4uDmnfMCSpwthIho5nWRf5eY7JB+ffLuG3kR 34Xf3JnpyfHJUjpxsQIJdQ== 0000912057-96-014796.txt : 19960718 0000912057-96-014796.hdr.sgml : 19960718 ACCESSION NUMBER: 0000912057-96-014796 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960709 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960717 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: XYTRONYX INC CENTRAL INDEX KEY: 0000731252 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 363258753 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09613 FILM NUMBER: 96595631 BUSINESS ADDRESS: STREET 1: 6555 NANCY RIDGE DR STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195878954 MAIL ADDRESS: STREET 1: 6555 NANCY RIDGE DRIVE STREET 2: STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 8-K ----------------------------- ----------------------------- 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 9, 1996 XYTRONYX, INC. ----------------------------- (Exact name of registrant as specified in its charter) Delaware ----------------------------- (State or other jurisdiction of incorporation 0-14838 36-3258753 -------------------- ---------------------- Commissioner File Number) (IRS Employer Identification Number) 6555 Nancy Ridge Drive Suite 200 San Diego, California 92121 ------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (619) 550-3900 -------------- Item 5. Other Events. The News Release dated July 9, 1996 announcing approval of Agreement and Plan of Merger by majority of shareholders of Binary Therapeutics, Inc., filed as Exhibit 99.55 hereto, is hereby incorporated into this Report by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) EXHIBITS. The following exhibit accompanies this Report: Exhibit Number Exhibit Description ------- ------------------- 99.55 News Release dated July 9, 1996 announcing approval of Agreement and Plan of Merger by majority of shareholders of Binary Therapeutics, Inc. 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. XYTRONYX, INC. By: /S/ DALE SANDER ---------------- Dale Sander Chief Financial Officer Date: July 17, 1996 2 INDEX TO EXHIBITS Exhibit Sequentially Number Description of Exhibit Numbered Page - ------- ---------------------- ------------- 99.55 News Release dated July 9, 1996 announcing approval of Agreement and Plan of Merger by majority of shareholders of Binary Therapeutics, Inc. 3 EX-99.55 2 EXHIBIT 99.55 FOR IMMEDIATE RELEASE CONTACT: Dale A. Sander, Chief Financial Officer Larry Bymaster, Chief Executive Officer (619) 550-3900 - -------------------------------------------------------------------- XYTRONYX, INC. ANNOUNCES APPROVAL OF AGREEMENT BY MAJORITY OF SHAREHOLDERS OF BINARY THERAPEUTICS, INC. SAN DIEGO, CA, July 9, 1996 -- Xytronyx, Inc. (AMEX: XYX) today announced it has received notice that a majority of the shareholders of Binary Therapeutics, Inc. ("BTI") have approved an Agreement and Plan of Merger under which Xytronyx has the option to acquire BTI. As previously announced, the Agreement gives Xytronyx the right to acquire BTI at anytime prior to April 30, 1997 by a merger of BTI into a wholly owned subsidiary of Xytronyx. The ratification by at least a majority of the shareholders of BTI was required to allow the merger to be completed when and if Xytronyx exercises its option. BTI, a privately held company based in Massachusetts, is the holder of certain proprietary technologies in the Photodynamic Therapy ("PDT") field for the treatment of cancer. Binary Therapeutics and Xytronyx have agreed that the first human clinical trials of BTI's PDT technologies will target brain cancer due to favorable results obtained in preclinical treatment of brain tumor models in animals. Xytronyx is engaged in the development and commercialization of medical products with a primary focus on cancer treatment. 4 -----END PRIVACY-ENHANCED MESSAGE-----