-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HN7ZibXgKwJdIfq80G5FawV8gkJATk8kehd2YLr2z/i8+/4jDXOB2Gqpdnc5AVYI 9Zl03DLlztuih3ZZkz5yQg== 0001107601-09-000014.txt : 20090327 0001107601-09-000014.hdr.sgml : 20090327 20090327160211 ACCESSION NUMBER: 0001107601-09-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090327 ITEM INFORMATION: Other Events FILED AS OF DATE: 20090327 DATE AS OF CHANGE: 20090327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATHEROGENICS INC CENTRAL INDEX KEY: 0001107601 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 582108232 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31261 FILM NUMBER: 09710426 BUSINESS ADDRESS: STREET 1: 8995 WESTSIDE PARKWAY CITY: ALPHARETTA STATE: GA ZIP: 30004 BUSINESS PHONE: 6783362500 8-K 1 form8_kassetsaleapproval.htm FORM 8-K ASSET SALE APPROVAL form8_kassetsaleapproval.htm
 
 
 


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): March 27, 2009

ATHEROGENICS, INC.
(Exact Name of Registrant as Specified in its Charter)

Georgia
0-31261
58-2108232
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification Number)

8995 Westside Parkway
Alpharetta, GA  30004
(Address of principal executive offices)

Registrant's telephone number, including area code (678) 336-2500

_________________

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):

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 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))

Item 8.01 Other Events

As previously disclosed, on March 17, 2009, AtheroGenics, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Crabtree Acquisition Co., LLC (the “Purchaser”).  Pursuant to the Purchase Agreement, the Purchaser agreed to purchase substantially all of the Company’s non-cash assets (the “Asset Sale”) for $2,000,000 in a transaction to be completed under Section 363 of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”).  Also, as previously disclosed, the Purchaser will not assume any existing indebtedness of the Company. No higher offers were received pursuant to the auction conducted under Section 363 of the Bankruptcy Code.  Accordingly, on March 27, 2009, the U.S. Bankruptcy Court for the Northern District of Georgia entered a final order approving the Asset Sale. The Company expects that the Asset Sale will be completed on March 31, 2009.

Under the priority scheme established by the Bankruptcy Code, the Company’s creditors are generally entitled to receive any distributions of the Company’s assets before the Company’s shareholders are entitled to receive any such proceeds.  As of February 28, 2009, the Company had approximately $47.8 million in cash and cash equivalents and approximately $306.7 million in prepetition liabilities.  Accordingly, the Company’s shareholders will receive no value for their shares of the Company’s common stock as part of the bankruptcy proceedings.
 
Merriman Curhan Ford served as financial advisor to the Company in assisting with the sale of the Company’s assets.

 
 
 


 
 
 

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, hereunto duly authorized.


   
ATHEROGENICS, INC.
     
Date:  March 27, 2009
  
By:  /s/MARK P. COLONNESE
   
Mark P. Colonnese
   
Executive Vice President, Commercial Operations
   
and Chief Financial Officer



 
 
 

-----END PRIVACY-ENHANCED MESSAGE-----