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)
| |
|
|
|
|
|
Delaware
|
|
001-16043
|
|
13-3304550
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
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)
[X]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Kenneth
I. Moch, President and Chief Executive Officer of Alteon Inc. (“Alteon”), will
participate in the Rodman & Renshaw 3rd Annual Global Healthcare Conference
in Monaco on Monday, May 15, 2006 at 5:35 pm (11:35 am, ET), as previously
announced on May 3, 2006. In addition, Noah Berkowitz, M.D., Ph.D., President
and Chief Executive Officer of HaptoGuard, Inc. (“HaptoGuard”), who is expected
to become President and CEO of Alteon upon the closing of a previously-announced
merger between the two companies, will review Alteon and HaptoGuard’s clinical
programs. The previously-announced merger is subject to approval of Alteon
and
HaptoGuard stockholders and is expected to close in the third quarter of 2006.
The presentation will be webcast and accessible at Alteon's website,
www.alteon.com.
The
presentation is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Participants
in the Solicitation
In
connection with the proposed merger, Alteon Inc. and HaptoGuard, Inc. will
be
filing a joint proxy statement with the Securities and Exchange Commission.
Investors and security holders of Alteon Inc. and HaptoGuard, Inc. are advised
to read the joint proxy statement regarding the proposed merger referred
to in
this communication when it becomes available because it will contain important
information. Alteon Inc. and HaptoGuard, Inc. expect to mail the joint proxy
statement about the proposed merger to their respective stockholders. In
addition to the proxy statement, Alteon Inc. files annual, quarterly, and
special reports, proxy statements and other information with the Securities
and
Exchange Commission. Investors and security holders may obtain a free copy
of
the proxy statement and any other documents filed by Alteon Inc. at http://www.sec.gov
and
directly from Alteon Inc.
Alteon
Inc. and its officers and directors may be deemed to be participants in the
solicitation of proxies from stockholders of Alteon Inc. with respect to
the
proposed merger. Information regarding such officers and directors is included
in Alteon Inc.’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2005 and in its proxy statement for the 2006 annual meeting,
which will be filed with the Securities and Exchange Commission. Once filed,
these documents are available free of charge at the Securities and Exchange
Commission’s website at http://www.sec.gov
and
directly from Alteon Inc.
HaptoGuard,
Inc. and its officers and directors may be deemed to be participants in the
solicitation of proxies from stockholders of HaptoGuard, Inc. HaptoGuard,
Inc.
is a private company and does not file annual or quarterly reports with the
SEC.
(d)
Exhibit.
99.1 Presentation.
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.
| |
|
|
| |
ALTEON
INC. |
|
|
|
|
Dated:
May 15, 2006
|
By: |
/s/
Kenneth
I. Moch |
| |
Kenneth
I. Moch
President
and Chief Executive
Officer
|