FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
------------------------
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December 2006
AETERNA ZENTARIS INC.
------------------------------------------
1405, boul. du Parc-Technologique
Quebec, Quebec
Canada, G1P 4P5
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F X
----- -----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
----- -----
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
-----
DOCUMENTS INDEX
---------------
Documents Description
---------------------
-------------------------------------------------------------------------------
1.
Press release dated December 15, 2006: AEterna Zentaris
Shareholders Approve Reduction in Stated Capital and
Distribution of Remaining Shares of Atrium Biotechnologies
Inc.
-------------------------------------------------------------------------------
[AETERNA ZENTARIS LOGO]
AETERNA ZENTARIS INC. 1405 du Parc-Technologique Blvd.
Quebec (Quebec) Canada G1P 4P5 T 418 652-8525 F 418 652-0881
www.aeternazentaris.com
PRESS RELEASE
For immediate release
AETERNA ZENTARIS SHAREHOLDERS APPROVE REDUCTION IN STATED
CAPITAL AND DISTRIBUTION OF REMAINING SHARES OF ATRIUM
BIOTECHNOLOGIES INC.
QUEBEC CITY, QUEBEC (CANADA), DECEMBER 15, 2006 -- AEterna Zentaris Inc. (TSX:
AEZ; NASDAQ: AEZS), a growing global biopharmaceuticaL company focused on
endocrine therapy and oncology, announced today that its shareholders approved
its proposed reduction in stated capital and the special distribution in kind of
the remaining 11,052,996 subordinate voting shares of the capital of Atrium
Biotechnologies Inc. (TSX: ATB) held by AEterna Zentaris at the special meeting
of shareholders this morning. In addition, for informational purposes only,
99.57% of all proxies received, representing a total of 30,151,201 common
shares, were in favor of the special distribution.
Following the special meeting of shareholders, the board of directors of AEterna
Zentaris determined that the distribution date will be January 2, 2007 with a
record date for the special distribution on December 29, 2006. In accordance
with the rules of the Toronto Stock Exchange, AEterna Zentaris' common shares
will commence trading on an "ex-distribution" basis on December 27, 2006. The
Company's board of directors also reaffirmed that AEterna Zentaris shareholders
will receive 0.2079 of a subordinate voting share of Atrium Biotechnologies for
each one of their AEterna Zentaris common shares (representing slightly more
than a 1:5 ratio). As disclosed in AEterna Zentaris' management information
circular and approved today by its shareholders at the special meeting of
AEterna Zentaris' shareholders, no fractional subordinate voting shares of
Atrium Biotechnologies will be distributed to registered shareholders of AEterna
Zentaris pursuant to the return of capital and any such fractional shares will
be rounded down to the nearest whole number.
AEterna Zentaris intends to proceed with the distribution of subordinate voting
shares of Atrium without no-action assurance from the staff of the United States
Securities and Exchange Commission on the basis that AEterna Zentaris believes,
as disclosed in its management information circular, that the distribution will
not involve an "offer to sell", "sale" or "other disposition for value" of
securities within the meaning of U.S. securities laws requiring registration
under Section 5 of the Securities Act of 1933.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any securities in any jurisdiction.
[AETERNA ZENTARIS LOGO]
ABOUT AETERNA ZENTARIS INC.
AEterna Zentaris Inc. is a growing global biopharmaceutical company focused on
oncology and endocrine therapy with proven expertise in drug discovery,
development and commercialization.
News releases and additional information are available at
www.aeternazentaris.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements made pursuant to the safe
harbor provisions of the U.S. Securities Litigation Reform Act of 1995.
Statements that are not historical facts, including statements preceded by,
followed by, or that include the words "believes", "anticipates", "intends",
"plans", "expects", "estimates", "will," "may", "should", "approximately", and
the negative or other variations of those terms or comparable terminology, are
forward-looking statements. Such statements reflect management's current views,
intentions, strategies and plans and are based on certain assumptions.
Forward-looking statements involve known and unknown risks and uncertainties,
which could cause the Company's actual results to differ materially from those
in the forward-looking statements. Such risks and uncertainties include, among
others, the ability of AEterna Zentaris to complete the special distribution in
the manner described herein, whether AEterna Zentaris will be able to implement
its business strategies, the availability of funds and resources to pursue R&D
projects, the successful and timely completion of clinical studies, the ability
of AEterna Zentaris to take advantage of business opportunities in the
pharmaceutical industry, uncertainties related to the regulatory process and
general changes in economic conditions. Investors should consult the Company's
quarterly and annual filings with the Canadian and U.S. securities commissions
for additional information on risks and uncertainties relating to the
forward-looking statements. Investors are cautioned not to rely on these
forward-looking statements. The Company does not undertake to update these
forward-looking statements.
-30-
CONTACTS
MEDIA RELATIONS INVESTOR RELATIONS
Paul Burroughs Jenene Thomas
(418) 652-8525 ext. 406 (418) 655-6420 or (908) 996-3154
paul.burroughs@aeternazentaris.com jenene.thomas@aeternazentaris.com
---------------------------------- ---------------------------------
SIGNATURE
---------
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, thereunto duly authorized.
AETERNA ZENTARIS INC.
Date: December 18, 2006 By: /s/Mario Paradis
------------------------ -------------------------------------------
Mario Paradis
Vice President, Finance & Administration and
Corporate Secretary