Securities and Exchange Commission Washington, DC 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) January 21, 2004 ---------------- ASTRALIS LTD. (Exact Name of Registrant as Specified in its Charter) Delaware 000-30997 84-1508866 -------------------------------------------------------------------------------- (State or Other (Commission File Number) (IRS Employer Jurisdiction of Incorporation) Identification No.) 75 Passaic Avenue, Fairfield, New Jersey 07004 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (973) 227-7168 -------------- -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit No. Description 99.1 Press Release dated January 21, 2004 ITEM 9. REGULATION FD DISCLOSURE. On January 21, 2004, the registrant issued a press release regarding (i) the closing of a private placement and (ii) the conversion by SkyePharma PLC of shares of Series A Preferred Stock of the registrant into shares of common stock. A copy of the press release is attached as Exhibit 99.1. 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. ASTRALIS LTD. Date: January 21, 2004 By: /s/ Mike Ajnsztajn --------------------------- Mike Ajnsztajn Chief Executive Officer