Unassociated Document
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): July 20, 2007
SYNVISTA
THERAPEUTICS, 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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(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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221
West Grand Avenue
Montvale,
New Jersey 07645
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (201) 934-5000
___________________________________
Former
name or former address, if changed since last report
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 CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
(a)
-
(d), (f) Not
applicable
(e) On
July
20, 2007,at the annual meeting of stockholders of Alteon Inc. (the “Company”),
stockholders of the Company approved an amendment to the Alteon Inc. 2005 Stock
Plan (the “Plan”), that increased the number of shares of common stock reserved
for issuance under the Plan from 10,000,000 shares to 63,000,000 shares (prior
to the implementation of a previously announced reverse stock split). As
announced on July 20, 2007, the reverse stock split, which was also approved
by
the stockholders of the Company at the meeting on July 20, will be implemented
at a ratio of 1:50. As a result, the number of shares reserved for issuance
under the plan is now 1,260,000.
ITEM
8.01 OTHER EVENTS
On
July
20, 2007, stockholders of the Company approved an amendment to the Company’s
Restated Certificate of Incorporation to change the name of the corporation
from
Alteon Inc. to Synvista Therapeutics, Inc. The Company amended its Restated
Certificate of Incorporation to reflect this change on July 24, 2007. The name
change became effective on July 25, 2007.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
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99.1
Press Release of the Company dated July 20,
2007
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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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SYNVISTA
THERAPEUTICS, INC. |
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Date: July
25, 2007 |
By: |
/s/ Noah
Berkowitz, M.D., Ph.D. |
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Noah
Berkowitz, M.D., Ph.D. |
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President
and
Chief Executive Officer |
Exhibit
Index
Exhibit |
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Number |
Description |
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99.1
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Press
Release of the Company dated July 20,
2007
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