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): May 15, 2006
ALTEON
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16043
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13-3304550
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||
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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):
|
ý
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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ý
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On
May
15, 2006, Alteon Inc. (the “Company”) issued a press release to report its
financial results for the first quarter ended March 31, 2006. A copy of the
press release is attached to this Current Report on Form 8-K as Exhibit
99.1.
This
information shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference
in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
ITEM
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(a),
(c)
and (d): Not applicable.
(b) On
May
15, 2006, the Company also announced that Mary T. Phelan will resign from
her
position as Director of Finance and Financial Reporting and principal accounting
officer, effective May 31, 2006. A copy of the press release is attached
to this
Current Report on Form 8-K as Exhibit 99.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibit.
99.1 Press
Release dated May 15, 2006.
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. | ||
| |
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| Dated: May 15, 2006 | By: | /s/ Kenneth I. Moch |
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Kenneth I. Moch |
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| President and Chief Executive Officer | ||
EXHIBIT
INDEX
Exhibit
Number Description
99.1 Press
Release dated May 15, 2006.
Exhibit
99.1
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| FOR IMMEDIATE RELEASE | Contact: | Alteon Inc |
| Susan M. Pietropaolo | ||
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SMP
Solutions, Inc.,
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201-818-5537
(at Alteon)
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ALTEON
ANNOUNCES FINANCIAL RESULTS
FOR
THE FIRST QUARTER ENDED MARCH 31, 2006
Parsippany,
New Jersey, May 15, 2006 - Alteon Inc. (AMEX: ALT) announced today a net loss
of
$1,621,327 for the three months ended March 31, 2006. This compares to a net
loss of $4,642,299 for the same period in 2005. The net loss applicable to
common stockholders, which includes a non-cash preferred stock dividend, was
$2,796,649 or $0.05 per basic/diluted share for the three months ended March
31,
2006, as compared to $5,713,877 or $0.10 per basic/diluted share for the same
period in 2005.
Research
and development expenses were $449,840 for the three months ended March 31,
2006
as compared to $3,641,100 for the three months ended March 31, 2005. This is
a
decrease of $3,191,260 or 87.6%, which is attributed to significantly lower
clinical trial costs and manufacturing expenses as a result of the
discontinuation of our Systolic Pressure Efficacy and Safety Trial of Alagebrium
(SPECTRA). General and administrative expenses were $1,231,851 for the three
months ended March 31, 2006 as compared to $1,100,348 for the three months
ended
March 31, 2005. Although general and administrative expenses remained relatively
flat, the 2006 results include increased severance costs and retention bonuses
offset by decreased corporate expenses. Cash and cash equivalents at March
31,
2006, totaled $4.5 million.
On
April 21, 2006, the Company closed a private placement of Units, consisting
of common stock and warrants, for gross proceeds of approximately
$2.6 million. Each Unit consisted of one share of the Company’s common
stock and one warrant to purchase one share of the Company’s common stock,
comprising a total of 10,340,000 shares of common stock and warrants to purchase
10,340,000 shares of common stock.
On
April 19, 2006, the Company entered into a definitive merger agreement with
HaptoGuard, Inc., Alteon Merger Sub, Inc., a wholly-owned subsidiary of Alteon
(“Merger Sub”), and Genentech, Inc. The merger agreement provides that upon the
terms and subject to the conditions set forth in the merger agreement, Merger
Sub will merge with and into HaptoGuard, with HaptoGuard becoming the surviving
corporation and a wholly-owned subsidiary of Alteon. The merger agreement also
provides for the granting of certain royalty and negotiation rights to
Genentech, Inc. as part of the restructuring of Genentech’s preferred stock
position in Alteon in connection with the proposed merger. For more information
please refer to Alteon’s press release dated April 19, 2006.
Separately,
the Company announced that Mary T. Phelan, Director of Finance and Financial
Reporting and Principal Accounting Officer, has announced her intention to
resign, effective May 31, 2006.
“Mary
has
been a valued colleague for six years,” said Mr. Moch. “We thank her for her
commitment to Alteon and wish her well in the years ahead.”
About
Alteon
Alteon
is
a product-based biopharmaceutical company engaged in the development of small
molecule drugs to treat and prevent cardiovascular diseases and other diseases
associated with aging and diabetes. The Company has identified promising product
candidates that it believes represent novel potential approaches to some of
the
largest pharmaceutical markets.
Alteon
recently announced a definitive merger agreement with privately-held HaptoGuard,
Inc. Alteon and HaptoGuard have complementary products under development in
cardiovascular diseases and diabetes, including two Phase 2 clinical-stage
compounds, ALT-2074 and alagebrium. Data is expected around year-end 2006 from
a
Phase 2 trial of HaptoGuard’s ALT-2074 that will seek to reduce myocardial
injury in diabetic patients undergoing angioplasty or similar interventions.
Alteon’s alagebrium is being developed for heart failure. This disease
represents a rapidly growing market of unmet medical need, particularly common
among diabetic patients, and alagebrium has demonstrated relevant clinical
activity in two Phase 2 clinical trials. The
merger is subject to the approval of Alteon and HaptoGuard shareholders and
is
expected to close in the third quarter of 2006. For more information please
visit Alteon’s website, www.alteon.com.
#
#
#
Any
statements contained in this press release that relate to future plans, events
or performance are forward-looking statements that involve risks and
uncertainties including, but not limited to, that Alteon may not complete the
acquisition of HaptoGuard, and if completed, that the combined company’s
financial condition may not be as expected, and those relating to Alteon’s
ability to obtain sufficient financing to allow it to continue as a going
concern and to continue the development of alagebrium, technology and product
development (including the possibility that results of clinical trials may
not
be available in a timely manner, that early clinical trial results may not
be
predictive of results that will be obtained in large-scale testing or that
any
clinical trials will not demonstrate sufficient safety and efficacy to obtain
requisite approvals or will not result in marketable products), regulatory
approval processes, intellectual property rights and litigation, competitive
products, and other risks identified in Alteon’s filings with the Securities and
Exchange Commission. Further information on risks faced by Alteon are detailed
under the caption “Risk Factors” in Alteon’s Annual Report on Form 10-K for the
year ended December 31, 2005 and in subsequent filings with the SEC. These
filings are available on a website maintained by the Securities and Exchange
Commission at http://www.sec.gov.
The
information contained in this press release is accurate as of the date
indicated. Actual results, events or performance may differ materially. Alteon
undertakes no obligation to publicly release the result of any revision to
these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events.
Participants
in the Solicitation
In
connection with the proposed merger, Alteon Inc. and HaptoGuard, Inc. will
be
filing a joint proxy statement with the Securities and Exchange Commission.
Investors and security holders of Alteon Inc. and HaptoGuard, Inc. are advised
to read the joint proxy statement regarding the proposed merger referred to
in
this communication when it becomes available because it will contain important
information. Alteon Inc. and HaptoGuard, Inc. expect to mail the joint proxy
statement about the proposed merger to their respective stockholders. In
addition to the proxy statement, Alteon Inc. files annual, quarterly, and
special reports, proxy statements and other information with the Securities
and
Exchange Commission. Investors and security holders may obtain a free copy
of
the proxy statement and any other documents filed by Alteon Inc. at
http://www.sec.gov
and
directly from Alteon Inc.
Alteon
Inc. and its officers and directors may be deemed to be participants in the
solicitation of proxies from stockholders of Alteon Inc. with respect to the
proposed merger. Information regarding such officers and directors is included
in Alteon Inc.’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005 and in its proxy statement for the 2006 annual meeting, which will
be
filed with the Securities and Exchange Commission. Once filed, these documents
are available free of charge at the Securities and Exchange Commission’s website
at http://www.sec.gov
and
directly from Alteon Inc.
HaptoGuard,
Inc. and its officers and directors may be deemed to be participants in the
solicitation of proxies from stockholders of HaptoGuard, Inc. HaptoGuard, Inc.
is a private company and does not file annual or quarterly reports with the
SEC.
Alteon
Inc.
Statements
of Operations
(Unaudited)
|
Three
Months Ended
March
31,
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2006
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2005
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||||||
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Income:
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|||||||
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Investment
Income
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$
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60,364
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$
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99,149
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|||
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Total
Income
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60,364
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99,149
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|||||
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Expenses:
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|||||||
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Research
and Development
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449,840
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3,641,100
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|||||
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General
and Administrative
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1,231,851
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1,100,348
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|||||
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Total
Expenses
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1,681,691
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4,741,448
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|||||
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Net
Loss
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(1,621,327
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)
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(4,642,299
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)
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|||
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Preferred
Stock Dividends
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1,175,322
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1,071,578
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|||||
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Net
Loss Applicable to Common Stockholders
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$
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(2,796,649
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)
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$
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(5,713,877
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)
|
|
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Basic/Diluted
Net Loss Per Share Applicable to Common
Stockholders
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$
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(0.05
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)
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$
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(0.10
|
)
|
|
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Weighted
Average Common Shares Used in Computing
Basic/Diluted
Net Loss Per Share Applicable to Common Stockholders
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57,996,711
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56,547,028
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Selected
Balance Sheet
Data
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|||||||
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(Unaudited)
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|||||||
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March
31,
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December
31,
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||||||
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2006
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2005
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||||||
| Cash and Cash Equivalents | $ | 4,469,170 | $ | 6,582,958 | |||
| Total Assets | 5,156,704 | 7,133,597 | |||||
| Accumulated Deficit | (225,610,094 | ) |
(222,813,445
|
)
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|||
| Total Stockholders’ Equity | 4,370,333 |
5,991,660
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