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): October 9, 2006
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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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 (see
General
Instruction A.2. below):
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¨
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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
3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
(a) On
October 9, 2006, Alteon Inc. (the “Company”) received a notice from the staff
(the “Staff”) of the American Stock Exchange, Inc. (“Amex”) indicating that the
Company is not in compliance with certain Amex continued listing standards,
specifically, (i) Section 1003(a)(i) of the Amex Company Guide, as a result
of
the Company’s shareholder’s equity of less than $2,000,000 and losses from
continuing operations and/or net losses in two out of its three most recent
fiscal years; (ii) Section 1003(a)(ii) of the Amex Company Guide, as a result
of
the Company’s shareholder’s equity of less than $4,000,000 and losses from
continuing operations and/or net losses in three out of its four most recent
fiscal years; and (iii) Section 1003(a)(iii) of the Amex Company Guide, as
a
result of the Company’s shareholder’s equity of less than $6,000,000 and losses
from continuing operations and/or net losses in its five most recent fiscal
years.
In
order
to maintain its Amex listing, the Company must submit a plan (the “Plan”) by
November 8, 2006 advising Amex of the action it has taken, or will take, which
would bring the Company into compliance with all the continuing listing
standards of the Amex Company Guide by April 9, 2008 (the “Plan Period”). If
Amex accepts the Plan, the Company may be able to continue its listing during
the Plan Period, during which time the Company will be subject to periodic
review to determine if the Company is making progress consistent with the Plan.
If the Company does not submit a Plan, or if the Plan is not accepted, it will
be subject to delisting proceedings. Furthermore, if the Plan is accepted but
the Company is not in compliance with all the continued listing standards of
the
Amex Company Guide by April 9, 2008, or if the Company does not make progress
consistent with the Plan during the Plan Period, the Company may be subject
to
delisting proceedings. The Company may appeal a Staff determination to initiate
delisting proceedings.
The
Company intends to prepare and submit a Plan within the time frame required
by
the Amex. However, there is no guarantee that the Company will be able to
complete and timely file the Plan, that the Plan will be accepted by Amex,
or
that the Company will be able to make progress consistent with the Plan if
it is
accepted. Prior to filing the Plan and, if the Plan is timely filed, while
the
Plan is under review by Amex, the Company expects that its common stock will
continue to trade without interruption on Amex; however, the trading symbol
for
the Company’s Common Stock will have an indicator (.BC) added as an extension to
signify noncompliance with the continued listing standards. Within five days
of
the October 9, 2006 letter from Amex, the Company will be included in a list
on
the Amex website of issuers that do not comply with the listing standards.
The
.BC indicator will remain as an extension on the Company’s trading symbol until
the Company has regained compliance with all applicable continued listing
standards.
A
copy of
the press release relating to the foregoing is attached hereto as Exhibit 99.1
to this Current Report on Form 8-K and incorporated herein by reference.
(b)
- (d)
Not applicable.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1
Press
Release dated October 13, 2006.
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. |
Dated:
October 13, 2006 |
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By: |
/s/ Noah
Berkowitz |
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Noah
Berkowitz, M.D., Ph.D. |
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President
and
Chief Executive Officer |
EXHIBIT
INDEX
| ExhibitNumber |
Description
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| 99.1 |
Press
Release dated October 13, 2006.
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