UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 12, 2003
ATHEROGENICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia 0-31261 58-2108232
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification Number)
of incorporation)
8995 Westside Parkway
Alpharetta, GA 30004
(Address of principal executive offices)
Registrant's telephone number, including area code (678) 336-2500
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Item 5. Other Events
On August 12, 2003, AtheroGenics, Inc. issued the following
press release:
AtheroGenics Announces Proposed Convertible Debt Offering
ATLANTA, Ga. - August 12, 2003 - AtheroGenics, Inc. (Nasdaq:
AGIX) today announced that it proposes to offer a new issue of
$75 million of Convertible Notes due 2008 through a Rule 144A
offering to qualified institutional buyers. These Notes will be
convertible into AtheroGenics, Inc. common stock at a price to be
determined.
The Notes and common stock issuable upon conversion of the Notes
have not been registered under the Securities Act of 1933, as
amended, or applicable state securities laws, and unless so
registered, may not be offered or sold in the United States,
except pursuant to an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes. This press release is
being issued pursuant to and in accordance with Rule 135c under
the Securities Act of 1933, as amended.
This press release may contain forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to
certain factors, risks and uncertainties that may cause actual
results, events and performances to differ materially from those
referred to in such statements. These risks include statements
which address operating performance, events or developments that
we expect or anticipate will occur in the future, such as
projections about our future results of operations or our
financial condition, research, development and commercialization
of our product candidates, anticipated trends in our business,
and other risks that could cause actual results to differ
materially. These risks are discussed in AtheroGenics'
Securities and Exchange Commission filings, including but not
limited to the risks discussed in AtheroGenics' Form 10-K for
fiscal 2002 and our Quarterly Report on Form 10-Q for the first
quarter of 2003. These documents may be examined at public
reference facilities maintained by the SEC or accessed through
the SEC's web site http://www.sec.gov.
AtheroGenics, Inc. Investor Relations Media Inquiries
Mark P. Colonnese Lilian Stern Rosa Herrera
Senior Vice President Stern Investor Relations Fleishman Hillard
678-336-2511 212-362-1200 404-739-0153
investor@atherogenics.com lilian@sternir.com herrerar@fleishman.com
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SIGNATURES
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.
ATHEROGENICS, INC.
Date: August 12, 2003 /s/ MARK P. COLONNESE
Mark P. Colonnese
Senior Vice President of Finance and
Administration and Chief
Financial Officer
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