SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 8, 2003
BioTransplant Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 000-28324 04-3119555
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
196 Boston Avenue, Suite 2800
Medford, MA 02155
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (781) 393-8500
200 Boston Avenue, Medford, MA 02155
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(Former name or former address, if changed since last report)
Item 5. Other Events.
(a) As previously reported in the Current Report on Form 8-K filed by
BioTransplant Incorporated (the "Registrant") with the Securities and
Exchange Commission (the "SEC") on February 28, 2003, the Registrant and its
wholly-owned subsidiary Eligix, Inc. filed on February 27, 2003 voluntary
petitions for reorganization under Chapter 11 of the United States Bankruptcy
Code (the "Bankruptcy Code"). The filings were made in the U.S. Bankruptcy
Court in Boston, Massachusetts and are being administered under the docket
for BioTransplant Incorporated and Eligix, Inc., Case Nos. 03-11585-CJK and
03-11584-CJK, respectively. The Registrant and Eligix, Inc. (collectively,
the "Debtors") continue to administer their business and financial affairs as
debtors in possession under the Bankruptcy Code.
Under applicable bankruptcy law, the Registrant is required to file
periodically with the United States Trustee various materials, including
certain financial information on an unconsolidated basis. This information
includes statements, schedules and monthly operating reports in forms
prescribed by federal bankruptcy law and the United States' Trustee's Office
Region 1 Operating Guidelines and Reporting Requirements for Chapter 11 Cases
(the "Guidelines"). Accordingly, the Debtors filed with the United States
Trustee their monthly operating reports and accompanying attachments for the
period from July 1, 2003 through July 31, 2003 on September 8, 2003 and for
the period from August 1, 2003 through August 31, 2003 on September 26, 2003.
Such reports are attached hereto as Exhibit 99.1 and Exhibit 99.2,
respectively.
The Registrant cautions that the monthly operating reports and accompanying
attachments have been prepared for filing with the United States Trustee in
accordance with the requirements of federal bankruptcy law and the Guidelines.
These materials are unaudited and are prepared in a format and for periods
different from that used in the Registrant's consolidated financial statements
filed with the SEC under the federal securities laws. Accordingly, the substance
and format of these materials do not allow for meaningful comparison with the
Registrant's regular publicly-disclosed consolidated financial statements.
The Registrant further cautions that the financial information included in
the monthly operating reports has been prepared by management of the Debtors
without audit or review by independent accountants and does not include all
footnotes and financial presentations normally required under generally accepted
accounting principles in the United States. Moreover, the footnotes to the
monthly operating reports contain discussion of possible year-end 2002
adjustments, including potential write-offs of property, plant and equipment,
intangible assets and goodwill and the recognition of previously-deferred
revenue, that have not been reflected in the financial statements that accompany
the monthly operating reports. As such, the information in the monthly operating
reports is not indicative of the Registrant's financial condition and operating
results for the periods that would be reflected in the Registrant's financial
statements in reports filed with the SEC under federal securities laws.
Furthermore, the information set forth in the monthly operating reports
should not be viewed as indicative of future results and should not be used for
investment purposes.
(b) On October 3, 2003, the Registrant announced that it had entered
into an amended agreement relating to the sale of its Eligix(TM) HDM Cell
Separation System to Miltenyi Biotec GmbH. Because certain of the biological
materials to be sold to Miltenyi were destroyed in a casualty loss prior to
the closing of the transaction, the parties have negotiated a reduction in
the purchase price for the sale. Under the amended agreement, Miltenyi has
agreed to pay BioTransplant an upfront payment of $175,000 and royalties of 4
to 8% on any future Miltenyi sales of Eligix products during the lifetime of
the patents. The Registrant had previously disclosed that the upfront payment
would be $450,000, with potential royalties of 4 to 10%.
A copy of the press release relating to such announcement is attached to
the Current Report on Form 8-K as Exhibit 99.3.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Debtors' Monthly Operating Reports, filed with the
United States Trustee on September 8, 2003.
99.2 Debtors' Monthly Operating Reports, filed with the
United States Trustee on September 26, 2003.
99.3 Press Release dated October 3, 2003.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: October 10, 2003 BIOTRANSPLANT INCORPORATED
By: /s/ Donald B. Hawthorne
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Donald B. Hawthorne
President, Chief Executive Officer and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
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Exhibit 99.1 Debtors' Monthly Operating Reports, filed with the
United States Trustee on September 8, 2003.
Exhibit 99.2 Debtors' Monthly Operating Reports, filed with the
United States Trustee on September 26, 2003.
Exhibit 99.3 Press Release dated October 3, 2003.