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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 6, 2005
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ALTEON INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 001-16043 13-3304550
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
6 CAMPUS DRIVE
PARSIPPANY, NEW JERSEY 07054
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 934-5000
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):
[ ] 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))
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Page 1 of 4 pages
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 7, 2005, Alteon Inc. issued a press release announcing that it
had entered into stock purchase agreements with purchasers on January 6, 2005
with respect to the sale of 9,523,813 shares of its common stock, for an
aggregate offering price of $10,000,004, pursuant to its outstanding shelf
registration statement on Form S-3 (Registration No. 333-106048) that was
declared effective by the Securities and Exchange Commission on June 12, 2003
and amended by a post-effective amendment that was declared effective by the
Securities and Exchange Commission on April 7, 2004. Rodman & Renshaw acted as
placement agent in the offering. As compensation for its services as placement
agent, Rodman & Renshaw will receive a cash fee of $382,500 and a warrant to
purchase 312,381 shares of the Company's common stock at an exercise price of
$1.37, which warrant shall be exercisable for five years. The information
contained in the press release dated January 7, 2005 is incorporated herein by
reference and filed as Exhibit 99.1 hereto.
On January 10, 2005, Alteon filed the prospectus supplement relating to
the issuance and sale of the 9,523,813 shares of its common stock with the
Securities and Exchange Commission. In connection with that filing, it is filing
the related form of stock purchase agreement that the Company entered into with
the purchasers as Exhibit 1.1 to this current report on Form 8-K and the legal
opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the
validity of the shares being sold as Exhibit 5.1 to this current report on
Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Form of Stock Purchase Agreement dated January 6, 2005.
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
regarding the validity of the shares being sold pursuant to the
Stock Purchase Agreement and Prospectus Supplement.
99.1 The Registrant's Press Release dated January 7, 2005.
Page 2 of 4 pages
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.
ALTEON INC.
Dated: January 10, 2005
/s/ ELIZABETH A. O'DELL
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By: Elizabeth A. O'Dell
Title: Vice President, Finance
Page 3 of 4 pages
EXHIBIT INDEX
Exhibit
Number Description
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1.1 Form of Stock Purchase Agreement dated January 6, 2005.
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
regarding the validity of the shares being sold pursuant to the
Stock Purchase Agreement and Prospectus Supplement.
99.1 The Registrant's Press Release dated January 7, 2005.
Page 4 of 4 pages