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 6, 2008
ATHEROGENICS,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Georgia
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0-31261
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58-2108232
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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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
1.03. Bankruptcy or Receivership.
As previously disclosed, an
involuntary petition under Chapter 7 of the United States Bankruptcy Code (the
“Involuntary Chapter 7 Petition”), was filed against the Company on September
15, 2008 by certain holders of AtheroGenics, Inc.’s 4
½%
Convertible Notes due 2008. The Involuntary Chapter 7 Petition was
docketed and remains pending in the United States Bankruptcy Court for the
Northern District of Georgia (the “Bankruptcy Court”) as Case
No. 08-78200. On October 6, 2008, the Company consented to the
bankruptcy filing and moved the Bankruptcy Court to convert the Chapter 7 case
to a case under Chapter 11 of the United States Bankruptcy Code. No
trustee, receiver or examiner has been appointed, and the Company expects to act
as a debtor-in-possession while being subject to the supervision and orders of
the Bankruptcy Court.
The Company currently contemplates that
its non-cash assets will be sold, either through a motion under Section 363 of
the Bankruptcy Code or through confirmation of a plan pursuant to Section 1129
of the Bankruptcy Code, and that its then-remaining cash assets together with
the net proceeds generated through the sale of its non-cash assets will be
distributed to the Company’s stakeholders, including its
creditors. The amount and timing of any such distribution will depend
on, among other things, the timing and terms of the Company’s sale of its
non-cash assets. Prior to the sale process, AtheroGenics cannot
forecast the amount of these proceeds or whether the combination of sale
proceeds and cash on hand will exceed the Company’s liabilities. Therefore, the
Company can not predict whether or not any proceeds will be distributed to
shareholders.
A copy of the press release
announcing the Company’s consent to the bankruptcy filing is attached to this
current report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
The
following exhibits are filed with this current report on Form 8-K.
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99.1
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Press
Release, dated October 7, 2008
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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.
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ATHEROGENICS,
INC.
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Date: October
7, 2008
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By:
/s/MARK P.
COLONNESE
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Mark
P. Colonnese
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Executive
Vice President, Commercial Operations
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and
Chief Financial Officer
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Exhibit
Index
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99.1
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Press
Release, dated October 7, 2008
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