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 Act of 1934
Date of Report (Date of earliest event reported): July 5, 2005
Commission File Number 0-50626
XCYTE THERAPIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 91-1707622 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
1124 Columbia Street, Suite 130
Seattle, Washington 98104
(Address of principal executive offices and zip code)
(206) 262-6200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
| (b) | On July 5, 2005, Xcyte Therapies, Inc. (“Xcyte”) announced the transition of Ron Berenson, M.D. from President and CEO to Director of Xcellerate Research and Development. Ron will continue as a member of Xcyte’s Board of Directors. A copy of Xcyte’s press release announcing this transition is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference. |
| (c) | On July 5, 2005, Xcyte announced that Robert Kirkman, M.D., Xcyte’s former Chief Business Officer and Vice President, has been appointed Acting President and Chief Executive Officer of Xcyte. The principal terms of Dr. Kirkman’s employment are summarized in the Company’s proxy statement for its 2005 annual meeting of stockholders filed with the SEC on April 29, 2005 and his employment agreement dated January 15, 2004 was previously filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-109653), originally filed with the SEC on October 10, 2003 as amended and such terms are incorporated into this Form 8-K by reference. |
Robert Kirkman, M.D., has served as our Vice President and Chief Business Officer since January 2004. Prior to joining us, Dr. Kirkman held the position of Vice President of Business Development and Corporate Communications at Protein Design Labs, Inc. from July 1998 to August 2003. Prior to that, Dr. Kirkman served as Chief of the Division of Transplantation at Brigham and Women’s Hospital, and as an Associate Professor of Surgery at Harvard Medical School. Dr. Kirkman received a B.A. in Economics from Yale University and an M.D. from Harvard Medical School. He is a Fellow of the American College of Surgeons.
A copy of Xcyte’s press release announcing this appointment is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference.
Item 8.01. Other Events.
On July 5, 2005, Xcyte issued a press release announcing that it has implemented a plan to identify and evaluate its strategic options. Xcyte has retained the investment bank SG Cowen & Co. to advise and assist its Board of Directors during this process. A copy of Xcyte’s press release is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. |
| 99.1 Press | Release of Xcyte Therapies, Inc. dated July 5, 2005. |
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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.
| XCYTE THERAPIES, INC. | ||
| By: | /s/ Kathi L. Cordova | |
| Kathi L. Cordova | ||
| Duly Authorized Officer of Registrant Senior Vice President of Finance and Treasurer | ||
Date: July 7, 2005
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EXHIBIT 99.1
| FOR IMMEDIATE RELEASE | Contact: Robert L. Kirkman, MD Acting President and CEO Xcyte Therapies, Inc. (206) 262-6219 |
XCYTE THERAPIES, INC. ANNOUNCES PLAN TO EXPLORE STRATEGIC ALTERNATIVES
Seattle, WA-July 5, 2005 - Xcyte Therapies, Inc. (“Xcyte”, the “Company”) (Nasdaq: XCYT; XCYTP) announced today that the Company has implemented a plan to identify and evaluate its strategic options. Xcyte has retained the investment bank SG Cowen & Co. to advise and assist the Company during this process.
“We intend to explore all options to maximize shareholder value,” said Christopher Henney, Ph.D., Chairman of the Board of Directors of Xcyte Therapies. “These options include mergers, acquisitions, sale or purchase of assets, in-licensing opportunities, and out-licensing certain of our assets. While this process is ongoing, we intend to reduce the operating expenses of the Company as much as possible, consistent with maintaining the value of our assets.”
Xcyte also announced that Ron Berenson, M.D., has transitioned from being its President and Chief Executive Officer to being Director of Xcellerate Research and Development. “In connection with Xcyte’s evaluation of strategic alternatives, I will be focusing on the Xcellerate Technology, a technology that my colleagues and I have been developing for the past eight years and to which we are strongly committed,” said Dr. Berenson. “I look forward to continuing to participate in the future of Xcyte as a Board member and the head of our Xcellerate programs.”
Robert L. Kirkman, M.D., has been appointed as Acting President and Chief Executive Officer of Xcyte Therapies. Dr. Kirkman has been Chief Business Officer and Vice President of Xcyte Therapies since January 2004.
Note: Certain of the statements made in this press release are forward-looking, such as those, among others, relating to our ability to enter into or close any strategic transaction, including a merger, acquisition, asset sale or purchase, or licensing agreement. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include risks related to our ability to reach agreement with any potential partner, our ability to attract potential buyers for our assets, the possibility that we may enter into an agreement related to a strategic transaction that does not close, adverse events which may occur in ongoing clinical trials and failure by Xcyte Therapies to secure or maintain relationships with collaborators. More information about the risks and uncertainties faced by Xcyte Therapies is contained in our filings with the Securities and Exchange Commission, including, without limitation, Xcyte’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2005. Xcyte Therapies disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Xcyte Therapies is developing novel therapies that harness the power of the immune system to treat cancer and other serious illnesses. Xcyte derives its therapeutic products from a patient’s own T cells, which are cells of the immune system that orchestrate immune responses and can detect and eliminate cancer cells and infected cells in the body. Xcyte uses its patented and proprietary Xcellerate Technology to generate activated T cells, called Xcellerated T Cells, from blood that is collected from the patient. Activated T cells are T cells that have been stimulated to carry out immune functions. The Xcellerate Technology is designed to rapidly activate and expand the number of the patient’s T cells outside of the body. These Xcellerated T Cells are then administered to the patient.
Xcyte™, Xcyte Therapies™, Xcellerate™ and Xcellerated T Cells™ are trademarks of Xcyte Therapies, Inc.