form8kconvnoteexchange.htm
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): June 19,
2007
ATHEROGENICS,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Georgia
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0-31261
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58-2108232
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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8995
Westside Parkway
Alpharetta,
GA 30004
(Address
of principal executive offices)
Registrant's
telephone number, including area code (678)
336-2500
_________________
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 (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.02 Unregistered Sales of Equity Securities.
On
June 19, 2007 and June 20, 2007,
AtheroGenics, Inc. (the “Company”) agreed with certain existing holders (the
“Holders”) of its Convertible Notes due 2008 (the “Outstanding Notes”) to
exchange $38,000,000 in aggregate principal amount of Outstanding Notes
beneficially owned by the Holders for $60,410,000
of 4½% Convertible Notes due 2011 (the “New
Notes”). The Company currently expects to issue the New Notes not
more than two business days following the later of (i) the date on which
the
Form T-3 relating to the indenture under which the New Notes will be issued
(the
“Indenture”) is declared effective by the Securities and Exchange Commission and
(ii) the date on which the Holders have delivered their Outstanding Notes
for
exchange.
As
the New Notes are to be exchanged by
the Company with certain existing noteholders exclusively and solely for
Outstanding Notes, the transaction will be exempt from registration under
the
Securities Act of 1933, as amended, pursuant to the provisions of
Section 3(a)(9) thereof. No sales of securities of the same class as the
New Notes have been or are to be made by the Company by or through an
underwriter at or about the same time as the exchange for which the exemption
is
claimed. No consideration has been, or is to be, given, directly or indirectly,
to any person in connection with the transaction, except for payments by
the
Company of the fees and expenses of its legal advisors and the trustee under
the
Indenture under which the New Notes will be issued. No Holder has made or
will
be requested to make any cash payment to the Company in connection with the
exchange, and the Company will not receive any proceeds from the issuance
of the
New Notes.
The
terms of the New Notes are
substantially similar to the Outstanding Notes, except that the New Notes
will
mature in March 2011 as opposed to September 2008. Like the
Outstanding Notes, the New Notes are convertible into shares of the Company’s
common stock (“Shares”) at any time prior to the close of business on the final
maturity date, subject to the Company’s right to redeem the New Notes prior to
their maturity. The initial conversion rate for the New Notes is
65.1890 Shares per $1,000 principal amount of New Notes. The
conversion rate is subject to adjustment in the event of certain transactions,
including the payment of stock dividends, subdivision or combination of the
Shares, extraordinary distributions to holders of the Shares and certain
tender
offers for the Company’s Shares. The conversion rate may also be
increased at the discretion of the Company’s board of
directors.
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.
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ATHEROGENICS,
INC.
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Date: June
25, 2007
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By:
/s/MARK P. COLONNESE
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Mark
P. Colonnese
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Executive
Vice President, Commercial Operations
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and
Chief Financial Officer
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