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): January 24, 2007
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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¨
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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
3.01
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NOTICE
OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD;
TRANSFER OF LISTING.
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(a)
Incorporated from Item 8.01 below.
(b)
- (d)
Not applicable.
On
January 24, 2007, Alteon Inc. (the “Company”) received a notice from the staff
(the “Staff”) of the American Stock Exchange, Inc. (“AMEX”), that AMEX has
accepted the Company’s plan to regain compliance with AMEX continued listing
standards, and that the Company’s listing will be continued pursuant to an
extension until April 9, 2008 (the “Extension Period”).
The
Company submitted a plan of compliance to AMEX on November 6, 2006, outlining
its operational plan and strategic objectives, and amended its plan of
compliance on January 3, 2007 and January 5, 2007 (the “Plan of Compliance”).
The Plan of Compliance was prepared in response to a letter received from AMEX
on October 9, 2006, indicating that the Company was below certain continued
listing standards. These standards were (i) Section 1003(a)(i) of the AMEX
Company Guide, as a result of the Company’s shareholder’s equity of less than
$2,000,000 and losses from continuing operations and/or net losses in two out
of
its three most recent fiscal years; (ii) Section 1003(a)(ii) of the AMEX Company
Guide, as a result of the Company’s shareholder’s equity of less than $4,000,000
and losses from continuing operations and/or net losses in three out of its
four
most recent fiscal years; and (iii) Section 1003(a)(iii) of the AMEX Company
Guide, as a result of the Company’s shareholder’s equity of less than $6,000,000
and losses from continuing operations and/or net losses in its five most recent
fiscal years. To date, the Company has not regained compliance with such
continued listing standards, but is working towards achieving that goal
consistent with its Plan of Compliance.
The
Company will be subject to periodic review by the Staff during the Extension
Period, and is required to provide the Staff with periodic updates in connection
with the Plan of Compliance. Failure to make progress consistent with the Plan
of Compliance or to regain compliance with the continued listing standards
by
the end of the Extension Period could result in the Company being delisted
from
the American Stock Exchange.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Press
Release dated January 30, 2007.
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:
January 30, 2007
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/s/
Noah
Berkowitz
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Noah
Berkowitz, M.D., Ph.D.
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President
and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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99.1
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Press
Release dated January 30,
2007.
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