Form 8-K 4.5% Conv Note Exchange
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): January
10, 2006
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
3.02. Unregistered Sales of Equity Securities.
On
January 10, 2006, AtheroGenics, Inc. (the “Registrant”) entered into a letter
agreement with QVT Fund LP (the “QVT Holder”) pursuant to which the parties
agreed to exchange $11.075 million in aggregate principal amount of the
Registrant’s 4.50% convertible notes due 2008 held by the QVT Holder for 858,313
shares of the Registrant’s common stock, no par value per share (the “QVT
Exchange”). The QVT Exchange will be made pursuant to the exemption from the
registration requirements of the Securities Act of 1933, as amended (the
“Act”),
afforded by Section 3(a)(9) of the Act, as no commission or other
remuneration will be paid or given directly or indirectly by the Registrant
for
such QVT Exchange.
On
January 10, 2006, the Registrant entered into a letter agreement with Deutsche
Bank AG, London (the “DB Holder”) pursuant to which the parties agreed to
exchange $2.925 million in aggregate principal amount of the Registrant’s 4.50%
convertible notes due 2008 held by the DB Holder for 226,687 shares of the
Registrant’s common stock, no par value per share (the “DB Exchange”). The DB
Exchange will be made pursuant to the exemption from the registration
requirements of the Act, afforded by Section 3(a)(9) of the Act, as no
commission or other remuneration will be paid or given directly or indirectly
by
the Registrant for such DB Exchange.
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:
January 10, 2006
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/s/MARK
P. COLONNESE |
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Mark
P. Colonnese
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Senior
Vice President of Finance and
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Administration
and Chief Financial Officer
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