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): February 7, 2005
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 52-2154066
(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) 204-7200
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(Former name or former address, if changed since last report)
Item 1.01. Entry into a Material Definitive Agreement
On February 7, 2005, XOMA Ltd., (the "Company"), closed its previously
disclosed private placement of the Company's 6.50% Convertible Senior Notes due
2012 (the "Notes") in an aggregate principal amount of $60,000,000 to qualified
institutional buyers pursuant to exemptions from the registration requirements
of the Securities Act of 1933 (the "Act").
In connection with the closing, on February 7, 2005, the Company entered
into an indenture (the "Indenture") with Wells Fargo Bank, National Association,
as trustee, governing the Notes. The Notes bear interest at a rate of 6.50% per
annum and are convertible into the Company's common shares at an initial
conversion rate of 533.4756 common shares per $1,000 principal amount of Notes,
subject to adjustment (equivalent to a conversion price of approximately $1.87
per share). The Notes will mature on February 1, 2012. The Company may redeem
the Notes after February 6, 2008 if the Company's common shares trade at 150% of
the conversion price for a specified period. Upon the occurrence of certain
designated events prior to the maturity of the Notes, subject to specified
exceptions, investors will have the right to require the Company to redeem the
Notes. In addition, upon the occurrence of an "Event of Default", as defined in
the Indenture, the holders of Notes or the trustee shall have the right to cause
the Notes to become due and payable in full. Interest on the Notes will be
payable on February 1 and August 1 of each year, beginning on August 1, 2005.
The initial purchasers of the Notes and their direct and indirect
transferees will be entitled to the benefits of a Registration Rights Agreement,
dated as of February 7, 2005 (the "Registration Rights Agreement"), between the
Company and the initial purchasers party thereto. Pursuant to the Registration
Rights Agreement, the Company has agreed to register the Securities under the
Act within a specified time or pay additional amounts to the holders of notes.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
See disclosure under Item 1.01 of this report, which is incorporated by
reference in this Item 2.03.
Item 9.01. Exhibits
4.1 Indenture, dated as of February 7, 2005, between the Company and Wells
Fargo Bank, National Association, as trustee.
4.2 Registration Rights Agreement, dated as of February 7, 2005, between
the Company and J.P. Morgan Securities Inc. on behalf of the initial
purchasers.
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 8, 2005 XOMA LTD.
By: /s/ Christopher J. Margolin
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Christopher J. Margolin
Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Number Description
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4.1 Indenture, dated as of February 7, 2005, between the Company and Wells
Fargo Bank, National Association, as trustee.
4.2 Registration Rights Agreement, dated as of February 7, 2005, between
the Company and J.P. Morgan Securities Inc. on behalf of the initial
purchasers.