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): 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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(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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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.
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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.