================================================================================ 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): May 8, 2001 -------------------- STEMCELLS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-19871 94-3078125 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) 2155 PORTER DRIVE PALO ALTO, CALIFORNIA 94304 (Address, of principal executive offices, including zip code) (650) 475-3100 (Registrant's Telephone number including area code) -------------------- ================================================================================ Item 5. OTHER EVENTS On April 30, 2001, StemCells, Inc. issued a press release announcing that it had sold all of its remaining founder's shares in Swiss Modex Therapeutics, Ltd. (SWX New Market: MDXN) in a private placement. StemCells, Inc. sold 103,577 shares at a net price of 87.30 CHF (Swiss francs) per share, or a total sum of approximately US $5,200,000. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1. -2- 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. STEMCELLS, INC. By /s/ George Koshy ------------------------------------- George Koshy Controller and Acting Chief Financial Officer Date: May 7, 2001 EXHIBIT INDEX 99.1 Press Release dated April 30, 2001