form8kdefault.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): September 2, 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 2.04 Triggering Events that Accelerate or
Increase a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement
On September 2, 2008, AtheroGenics,
Inc., (the “Company”) announced that
it will not repay the Company’s 4½% Convertible Notes (the “2008 Notes”) due September
2, 2008. The failure to repay the 2008 Notes on maturity results in
an event of default under the indenture governing the 2008 Notes and creates an
event of default under the indentures governing the Company’s 4½% Convertible
Notes due 2011 (the “2011
Notes”) and its 1½% Convertible Notes due 2012 (the “2012
Notes”). The 2011 Notes and 2012 Notes will be immediately due
and payable upon the Company’s receipt of written notice from either the trustee
for such notes or the holders of not less than 25% in aggregate principal amount
of each series of notes. As of September 2, 2008, the Company had
approximately $302 million of 2008 Notes, 2011 Notes and 2012 Notes
outstanding.
A copy of the press release announcing
the events of default 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 September 2,
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: September
2, 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 September 2, 2008
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