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): December 5, 2001 BIOTRANSPLANT INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 000-28324 04-3027191 ----------------------------------- ----------------------------------- ------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) Building 75, Third Avenue Charlestown Navy Yard Charlestown, MA 02129 ----------------------------------- ---------------------- (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (617) 241-5200 N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. On December 5, 2001, the Board of Directors of BioTransplant Incorporated (the "Company") approved Amended and Restated By-Laws of the Company. A copy of the Company's Amended and Restated By-Laws is attached to this Current Report on Form 8-K as Exhibit 3.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. See Exhibit Index attached hereto. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 10, 2001 BIOTRANSPLANT INCORPORATED By: /s/ Richard V. Capasso ---------------------------------- Richard V. Capasso Vice President, Finance and Treasurer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ----------- 3.1 Amended and Restated By-Laws