On
July
21, 2006, Alteon Inc. (the “Company”) completed the previously reported merger
by and between Alteon Merger Sub, Inc., a wholly-owned subsidiary of the
Company, and HaptoGuard Inc. (“HaptoGuard”). The matters described in this
Current Report on Form 8-K concern the merger and related
transactions.
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
July
19, 2006, the stockholders of Alteon approved an amendment to the Alteon
Inc.
2005 Stock Plan (the “Plan”). The amendment, which was previously approved by
the Company’s Board of Directors, provides for an increase in the number of
shares available under the Plan from 5,000,000 shares to 10,000,000 shares,
an
increase of 5,000,000 shares.
On
July
21, 2001, the Company assumed the obligations of HaptoGuard under that certain
employment agreement between HaptoGuard and Dr. Noah Berkowitz dated
March 1, 2005. Under the terms of the agreement, Dr. Berkowitz will serve
as President and Chief Executive Officer of the Company and will perform
such
other executive and administrative duties as he may reasonably be expected
to be
capable of performing on behalf of the Company as may from time to time be
authorized or directed by the Company’s Board of Directors. Dr. Berkowitz’s
employment by the Company is at-will and not for any specified period and
may be
terminated at any time, with or without cause by either Dr. Berkowitz or
the
Company.
The
Company will pay Dr. Berkowitz an annual base salary of $240,000.
Dr.
Berkowitz will
also
be granted an annual cash bonus of up to 30% of his base salary for that
year
based on the achievement of certain milestones. Subject to the approval by
the
Board of Directors, the Company shall grant Dr. Berkowitz an option to purchase
common stock of the Company on at least an annual basis. The options shall
vest
monthly over a period of 3 years.
In
addition, the agreement provides for severance payments to Dr. Berkowitz
in the
event he is terminated for disability, cause, or he leaves the Company for
good
reason, each as more specifically set forth in the agreement.
Further,
under the terms of the agreement, Dr. Berkowitz has agreed: (i) not to compete
with the Company during the term of the employment agreement, during the
period
in which he is entitled to severance payments and for a period of one year
thereafter, (ii) both during the term of the agreement and after its
termination, to maintain the confidentiality of proprietary information
regarding the Company obtained during the term of the agreement, and to return
all company documents upon request, and (iii) that all inventions conceived,
developed, or reduced to practice during the term and course of Dr. Berkowitz’s
employment are assigned to the Company.
The
preceding description of the employment agreement does not purport to be
complete and is qualified in its entirety by reference to the Employment
Agreement between HaptoGuard, Inc. and Noah Berkowitz dated March 1, 2005,
a copy of which is attached as Exhibit 99.2 to this Current Report on Form
8-K
and incorporated herein by reference.
ITEM
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On
July
21, 2006, the Company completed the previously reported merger by and between
Alteon Merger Sub, Inc., a wholly-owned subsidiary of the Company, and
HaptoGuard. This transaction was approved by the Board of Directors of the
Company on April 13, 2006, the Company’s stockholders on July 19, 2006 and
HaptoGuard’s stockholders on July 18, 2006. For additional information on the
merger, reference is made to Alteon’s Form 8-K filed with the Securities and
Exchange Commission on April 19, 2006 and the
proxy
statement on Schedule 14A filed with the Securities and Exchange Commission
on
June 22, 2006. Both are incorporated herein by reference and
are
available
on the
Securities and Exchange Commission’s web site at http://www.sec.gov.
The
shares of Alteon common stock issued in connection with the completion of
the
merger were issued pursuant to the exemption from registration provided
by Section 4(2) of the Securities Act of 1933, as amended. In the
merger agreement, Alteon agreed to file a registration statement covering
the
resale of such shares by the former HaptoGuard stockholders following their
issuance.
A
copy of
the press release announcing stockholder approval of this transaction is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 3.02.
UNREGISTERED SALES OF EQUITY SECURITIES.
As
noted
in the response to Item 2.01 above, pursuant to the terms of the merger
agreement, Alteon has issued shares of its common stock as the consideration
for
the acquisition of HaptoGuard pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act.
ITEM
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On
July
21, 2006, Edwin Bransome, Jr., M.D., David McCurdy, Mark Novitch, M.D., and
Alan
Dalby resigned from the Board of Directors of the Company. Dr. Bransome served
on the Company’s Audit Committee, Nominating and Corporate Governance Committee
and Disclosure Committee. Mr. McCurdy served on the Company’s Audit Committee
and Nominating and Corporate Governance Committee. Dr. Novitch served on
the
Company’s Audit Committee and Disclosure Committee, and Mr. Dalby served on the
Company’s Compensation Committee.
On
July
21, 2006, the Company’s Board of Directors elected Dr. Noah Berkowitz, Wayne
Yetter and Mary Tanner to serve as Class C Directors of the Company to fill
vacancies created by the resignations of Edwin Bransome, Jr., M.D., David
McCurdy, Mark Novitch, M.D., and Alan Dalby, each to serve until the 2009
Annual
Meeting of Stockholders and thereafter until their successors are duly elected
and qualified. At the time of this filing, Dr. Berkowitz has not been named
to
serve on any committee of the Board and no determination about his future
committee assignments has been made. Mr. Yetter has been named to serve on
the
Compensation Committee and the Nominating and Corporate Governance Committee,
to
hold office until his successor on each such committee is duly elected and
qualified. Ms. Tanner has been named to serve on the Audit Committee, the
Disclosure Committee and the Pricing Committee, to hold office until her
successor on each such committee is duly elected and qualified.
There
is
no arrangement or understanding between Dr. Berkowitz, Mr. Yetter or Ms.
Tanner,
and any other persons pursuant to which they were selected as a director.
On
July
21, 2006, Kenneth Moch resigned as President and Chief Executive Officer
of the
Company and was named as the Non-Executive Chairman of the Board of Directors.
On
July
21, 2006, the Company’s Board of Directors appointed Noah Berkowitz, M.D., Ph.D
(age 42) as President and Chief Executive Officer of the Company.
Dr. Noah Berkowitz earned his B.A., M.D., and Ph.D. from Columbia
University and trained at the National Cancer Institute in medical oncology.
Prior to joining the Company, Dr. Berkowitz founded HaptoGuard, where he
served
as President and Chief Executive Officer. Prior to founding HaptoGuard, he
was
vice-president of Clinical Development at IMPATH Inc., a NASDAQ-traded, “cancer
information company” where he developed a division, IMPATH Predictive Oncology,
focused on biopharmaceutical partnerships supporting the discovery and
development of cancer-related targeted diagnostics and therapeutics. Prior
to
IMPATH, Dr. Berkowitz was the founder of Physician Choice, a
biopharmaceutical strategic consulting company.
On
July
21, 2006, the Company’s Board of Directors appointed Malcolm
MacNab, M.D., Ph.D. (age 60) as Vice President, Clinical Development
of the Company.
Dr.
MacNab was Vice President of Cardiovascular & Metabolism, US Clinical
Development and Medical Affairs at Novartis Pharmaceuticals until
February 4, 2005. Dr. MacNab had served as Vice President, Clinical
Development at HaptoGuard from February 2005 until the time of the merger
with
the Company. In his more than 20 years of pharmaceutical industry
experience, he has assisted in all phases of drug development. He contributed
to
the registration of Diovan, a leading angiotensin receptor blocker used for
the
treatment of hypertension and heart failure and Lotrel, a leading branded
combination product for the treatment of hypertension. Dr. MacNab received
his MD and PhD in vascular pharmacology from Temple University in Philadelphia.
He received post-graduate training in Internal Medicine and Hematology at
the
Medical College of Pennsylvania.
Neither
Mr. Yetter, Dr. MacNab nor Ms. Tanner are a party to any transactions with
the
Company that would be required to be disclosed pursuant to Item 404(a) of
Regulation S-K promulgated under the Securities Act of 1933.
The
discussion above under Item1.01 with respect to the assumption by the Company
of
Dr. Berkowitz’s employment agreement is incorporated by this reference into this
Item 5.02.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial
Statements of Businesses Acquired.
The
financial statements required by this item will be filed by amendment to
this
Current Report on Form 8-K as soon as practicable, but not later than
71 days after the date this Current Report on Form 8-K is required to be
filed.
(b) Pro
Forma Financial Information.
The
pro
forma financial information required by this item will be filed by amendment
to
this Current Report on Form 8-K as soon as practicable, but no later than
71 days after the date this Current Report on Form 8-K is required to be
filed.
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99.1 |
Press
Release dated July 19, 2006.
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99.2 |
Employment
Agreement between HaptoGuard, Inc. and Noah Berkowitz
dated March 1,
2005.
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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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| Date: July
25, 2006 |
By: |
/s/ Noah
Berkowitz |
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Noah Berkowitz |
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President
and
Chief Executive Officer |
EXHIBIT
INDEX
| Exhibit
Number |
Description |
| |
|
| 99.1 |
Press
Release dated July 19, 2006. |
| |
|
| 99.2 |
Employment
Agreement between HaptoGuard, Inc. and Noah Berkowitz
dated March 1,
2005.
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