-------------------------------------------------------------------------------- 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 14, 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 May 11, 2001, StemCells, Inc. issued a press release announcing that it had entered into a definitive agreement with an institutional investor to provide the company with up to $30,000,000 in equity financing. 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 14, 2001 -3- EXHIBIT INDEX 99.1 Press Release dated May 11, 2001 -4-