SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 26, 2004
BioTransplant Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 000-28324 04-3119555
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
124 Washington Street
Suite 101
Foxborough, MA 02035
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (508) 543-4114
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(Former name or former address, if changed since last report)
Item 5. Other Events.
BioTransplant Incorporated (the "Registrant") and its wholly-owned
subsidiary Eligix, Inc. filed on February 27, 2003 voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code"). As previously reported in the Current Report on Form 8-K
filed by the Registrant with the SEC on May 10, 2004, the Bankruptcy Court
entered an order confirming the Registrant's Chapter 11 liquidity plan on
April 13, 2004. Such liquidity plan became effective on April 26, 2004 (the
"Effective Date"). As of the Effective Date, all outstanding shares of the
Registrant's common stock were cancelled.
Under applicable bankruptcy law, prior to the Effective Date the
Registrant was required to file periodically with the United States Trustee
various materials, including certain financial information on an
unconsolidated basis. This information includes statements, schedules and
monthly operating reports in forms prescribed by federal bankruptcy law and
the United States' Trustee's Office Region 1 Operating Guidelines and
Reporting Requirements for Chapter 11 Cases (the "Guidelines"). Accordingly,
on April 26, 2004 the Debtors filed with the United States Trustee their
monthly operating reports and accompanying attachments for the periods from
February 1, 2004 through February 29, 2004 and from March 1, 2004 through
March 31, 2004. Such reports are attached hereto as Exhibits 99.1 and 99.2,
respectively.
The Registrant cautions that the financial information included in the
monthly operating reports has been prepared by management of the Debtors
without audit or review by independent accountants and does not include all
footnotes and financial presentations normally required under generally
accepted accounting principles in the United States.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Debtors' Monthly Operating Report for the period from
February 1, 2004 through February 29, 2004, filed with
the United States Trustee on April 26, 2004.
99.2 Debtors' Monthly Operating Reports, for the period from
March 1, 2004 through March 31, 2004, filed with the
United States Trustee on April 26, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: May 24, 2004 BIOTRANSPLANT INCORPORATED
By: /s/ Keith D. Lowey
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Keith D. Lowey
Plan Trustee*
* Duly authorized under Section 5 of the Chapter 11 Plan of the Registrant
confirmed by Order of the United States Bankruptcy Court for the District of
Massachusetts (Chapter 11 Case No. 03-11585) entered April 13, 2004.
EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Debtors' Monthly Operating Reports for the period from
February 1, 2004 through February 29, 2004, filed with
the United States Trustee on April 26, 2004.
99.2 Debtors' Monthly Operating Reports, for the period
from March 1, 2004 through March 31, 2004, filed with
the United States Trustee on April 26, 2004.