425
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 9, 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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(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:
x |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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x |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
1.01 |
ENTRY
INTO A DEFINITIVE MATERIAL AGREEMENT.
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On
May 9,
2006, Alteon Inc., HaptoGuard, Inc. (“HaptoGuard”) and UTI Limited Partnership
announced that HaptoGuard has signed a worldwide exclusive license agreement
with UTI Limited Partnership, the University of Calgary’s technology transfer
and commercialization centre, to acquire rights to a family of compounds
developed by Thomas G. Back, Ph.D., Professor of Chemistry, University of
Calgary. This new class of compounds has the potential to help patients with
cardiovascular disease.
Under
terms of the agreement, HaptoGuard obtains exclusive worldwide rights to
develop, manufacture and market products from a library of compounds
characterized as glutathione peroxidase mimetics. HaptoGuard will be responsible
for worldwide product development programs. HaptoGuard is currently developing
ALT-2074 (formerly BXT-51072), an orally-active compound with potent glutathione
peroxidase activity, for acute cardiovascular indications.
The
press
release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
ITEM
9.01 |
FINANCIAL
STATEMENTS AND EXHIBITS.
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99.1 |
Press
Release dated May 9, 2006.
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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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ALTEON,
INC. |
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Dated:
May
9, 2006 |
By: |
/s/ KENNETH
I. MOCH |
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Name:
Kenneth I. Moch
Title:
President and Chief Executive
Officer
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