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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 29, 2005

ALTEON INC.

(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  001-16043
(Commission File Number) 		  13-3304550
(IRS Employer
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))
 
 

 

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 29, 2005, at the Company’s Annual Meeting of Stockholders, the Company’s stockholders approved the Alteon Inc. 2005 Stock Plan (the “Stock Plan”). The Stock Plan authorizes the grant of up to 5,000,000 shares for the issuance of incentive stock options to employees of the Company and non-qualified stock options, restricted and unrestricted stock grants and other stock-based awards to employees, directors and consultants of the Company. A copy of the Stock Plan is filed pursuant to this Item 1.01 as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

     99.1 The Alteon Inc. 2005 Stock Plan.

 

 

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: July 6, 2005  
  /s/ Kenneth I. Moch
  Kenneth I. Moch
President and Chief Executive Officer
 		  
     
     
     

 

 

EXHIBIT INDEX

     
Exhibit Number   Description
99.1
  The Alteon Inc. 2005 Stock Plan.