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): February 1, 2007
ALTEON
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-16043
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13-3304550
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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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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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
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(a),
(b),
(c), (d), and (f): Not applicable.
(e) On
February 1, 2007, Alteon Inc. (the “Company”) entered into an amendment (the
“Amendment”) to that certain Employment Agreement dated as of March 1, 2005
between Dr. Noah Berkowitz and HaptoGuard Inc. (the “Employment Agreement”). The
Employment Agreement was assumed by the Company in connection with the merger
of
the Company and HaptoGuard Inc. in July 2006. Under the terms of the Amendment,
the Committee approved an increase in Dr. Berkowitz’s annual base salary from
$240,000 to $264,000, payable during calendar year 2007, and retroactive to
January 1, 2007. The Committee also approved an increase in the percentage
of
Dr. Berkowitz’s base salary that he may be eligible to receive as a cash bonus
for services rendered during calendar year 2007, based upon Dr. Berkowitz
achieving certain milestones and/or objectives established by the Board of
Directors, from 30% to 35% of such base salary. Copies of the Employment
Agreement and the Amendment are attached
as
Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.
In
addition, the Committee approved the payment of a bonus to Dr. Berkowitz of
$54,000 for his services during the Company’s fiscal year ended
December 31, 2006.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Employment
Agreement dated as of March 1, 2005 between Dr. Noah Berkowitz and HaptoGuard
Inc.
10.2 Letter
Amendment to Employment Agreement dated as of February 1, 2007 between Dr.
Noah
Berkowitz
and Alteon Inc.
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.
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ALTEON
INC. |
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Date: February
2, 2007 |
By: |
/s/ Noah
Berkowitz, M.D., Ph.D. |
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Noah
Berkowitz, M.D., Ph.D.
President
and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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10.1
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Employment
Agreement dated as of March 1, 2005 between Dr. Noah Berkowitz
and
HaptoGuard Inc.
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10.2
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Letter
Amendment to Employment Agreement dated as of February 1, 2007
between Dr.
Noah Berkowitz and Alteon
Inc.
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