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 14, 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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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
Not
Applicable
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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
May
14, 2007, Alteon Inc., a Delaware corporation ( “Company”), entered into an
amendment (the “Amendment”), effective as of April 30, 2007, to that certain
Registration Rights Agreement dated January 11, 2007, by and among the Company
and the holders of the Company’s Senior Secured Convertible Promissory Notes
(the “Registration Rights Agreement”), set forth on the signature pages thereto
and on the signature pages to the Amendment. The Amendment changes the date
by
which the Company is required to file an initial registration statement in
accordance with the Registration Rights Agreement from April 30, 2007 to June
15, 2007.
The
preceding description of the Amendment does not purport to be complete and
is
qualified in its entirety by reference to such Amendment, a copy of which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
10.1
Amendment No. 1 to Registration Rights Agreement, dated May 14,
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:
May 18, 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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Amendment
No. 1 to Registration Rights Agreement, dated May 14,
2007
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