SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) December 20, 2002
ALTEON INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-16043 13-3304550
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(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
170 Williams Drive, Ramsey, New Jersey 07446
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 934-5000
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(Former Name or Former Address, If Changed Since Last Report)
Item 5. Other Events
On December 20, 2002, Alteon Inc. ("Alteon") entered into a Stock Purchase
Agreement with the purchasers named therein (the "Purchasers") pursuant to which
the Purchasers will purchase 1,714,285 shares of Alteon's common stock. This
sale is made under Alteon's shelf registration statement (Registration No.
333-56512) relating to the possible sale from time to time of Alteon's common
stock.
On December 23, 2002, Alteon issued the press release which is attached as
Exhibit 99.1 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
10.1 Stock Purchase Agreement dated December 20, 2002 between Alteon Inc.
and the Purchasers named therein.
99.1 Press Release dated December 23, 2002.
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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.
By: /s/ Kenneth I. Moch
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Kenneth I. Moch
President and Chief Executive Officer
Dated: December 23, 2002