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 21,
2003
ATHEROGENICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia 0-31261 58-210832
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
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
(a) On January 21, 2003, AtheroGenics, Inc. issued the following
press release:
AtheroGenics Announces Public Offering of
6,000,000 Shares of Common Stock
ATLANTA, GA - January 21, 2003 - AtheroGenics, Inc. (Nasdaq:
AGIX), a pharmaceutical company focused on the treatment of
chronic inflammatory diseases, today announced that it has
commenced a public offering of 6,000,000 shares of its common
stock. The underwriters have the option to purchase up to an
additional 900,000 shares to cover over-allotments, if any.
The offering will be co-lead managed by Morgan Stanley & Co.
Incorporated and Lehman Brothers Inc. Lazard Freres & Co. LLC
and Adams, Harkness & Hill, Inc. are also serving as managing
underwriters for the offering.
The net proceeds from the offering will be used for the AGI-1067
Phase III clinical development program, for other research and
development programs, and for general corporate purposes.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of these securities. The
offering is being made solely by means of a prospectus dated
November 13, 2002 and the accompanying preliminary prospectus
supplement dated January 21, 2003. There shall not be any sale
of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Copies of the preliminary prospectuses relating to the public
offering may be obtained by contacting Morgan Stanley & Co.
Incorporated, New York, New York; or Lehman Brothers Inc., New
York, New York.
AtheroGenics is focused on the discovery, development and
commercialization of novel drugs for the treatment of chronic
inflammatory diseases, including heart disease (atherosclerosis),
rheumatoid arthritis and asthma.
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 2001, Form 10-Q for the third quarter of 2002,
Registration Statement on Form S-3, File No. 333-101174 and
preliminary prospectus supplement dated January 21, 2003, all of
which filings are incorporated by reference into this press
release. These documents may be examined at public reference
facilities maintained by the SEC or, to the extent filed via
EDGAR, accessed through the SEC's web site http://www.sec.gov.
CONTACT: Mark P. Colonnese, Senior Vice President of Finance and
Administration and Chief Financial Officer, AtheroGenics, Inc.,
+1-678-336-2511
URL: http://www.atherogenics.com
(b) In addition, as we announced on January 14, 2003, we are
proceeding with the initiation of a pivotal Phase III clinical
trial with our novel, oral anti-inflammatory drug candidate, AGI-
1067, for the treatment of patients with atherosclerosis. This
trial, known as ARISE, is the product of our accelerated clinical
program in atherosclerosis that we commenced following our End of
Phase II meeting with the FDA in the second quarter of 2002. We
expect the ARISE trial will enroll 4,000 patients and, assuming
our costs are in line with the average industry cost for trials
of this size and duration of approximately $10,000 per patient,
we expect the total cost of the trial will be approximately $40
million. The expense associated with this trial, when combined
with our other on-going clinical programs, is estimated to result
in net cash usage in 2003 of $43 million to $48 million.
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.
Date: January 21, 2003 By: /s/ MARK P. COLONNESE
MARK P. COLONNESE
Senior Vice President of Finance and
Administration and Chief Financial
Officer
(Principal Accounting and Financial
Officer)