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
Date of Report (Date of earliest event reported): November 24, 2003
BIOTRANSPLANT INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 000-28324 04-3119555
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
196 Boston Avenue
Suite 2800
Medford, MA 02155
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (781) 393-8500
(Former name or former address, if changed since last report)
Item 5. Other Events.
On November 24, 2003, BioTransplant Incorporated (the "Company")
announced that its board of directors has approved the liquidation of the
Company's remaining assets. The Company projects that proceeds of liquidation
will not likely be sufficient to provide any distribution to the Company's
shareholders. The Company expects to file with the Bankruptcy Court in the
coming weeks a Chapter 11 plan providing for appointment of a trustee to
liquidate assets, wrap up the Company's affairs, make a cash distribution to
creditors and, if there are any remaining funds, then make a cash distribution
to holders of the Company's common stock as of the effective date of the plan.
The plan will be subject to approval by the Company's general unsecured
creditors and the Bankruptcy Court. If approved, on the effective date of the
Chapter 11 plan the Company expects to notify the Pink Sheets LLC that the
Company is defunct and will close its stock transfer books, which would
generally prohibit any further transfers of its shares after the effective date
of the plan.
A copy of the press release relating to such announcement is attached
to this Current Report on Form 8-K as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
See Exhibit Index attached hereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: November 25, 2003 BIOTRANSPLANT INCORPORATED
By: /s/ DONALD B. HAWTHORNE
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Donald B. Hawthorne
President, Chief Executive Officer
and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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Exhibit 99.1 Press Release dated November 24, 2003