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)
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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
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.
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ATHEROGENICS,
INC.
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Date: March
27, 2009
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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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