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): October 19, 2004 XOMA LTD. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) BERMUDA -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-14710 52-2154066 (Commission File Number) (IRS EmployerIdentification No.) 2910 Seventh Street, Berkeley, California 94710 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (510) 204-7200 ------------------------------ -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Clarence L. Dellio, XOMA Ltd.'s Senior Vice President and Chief Operating Officer, has announced his retirement, to be effective as of December 31, 2004. It is anticipated that Mr. Dellio will begin functioning on a reduced schedule starting in mid-November. 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: October 19, 2004 XOMA LTD. By: /s/ Christopher J. Margolin -------------------------------- Christopher J. Margolin Vice President, General Counsel and Secretary