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) March 12, 2004 -------------- ALTEON INC. ----------- (Exact Name of Registrant as Specified in Charter) Delaware 001-16043 13-3304550 -------- --------- ---------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 6 Campus Drive, Parsippany, New Jersey 07054 -------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (201) 934-5000 -------------- ------------------------------------------------------------- (Former Name or Former Address, If Changed Since Last Report) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press Release issued March 12, 2004 Item 12. Results of Operations and Financial Condition On March 12, 2004, Alteon issued a press release (the "Release") containing financial information regarding its results of operations and financial condition for the year ended December 31, 2003. Exhibit 99.1 hereto, which is being furnished and not filed herewith, contains the text of the Release. * * * * * 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. Alteon Inc. By: /s/ Kenneth Moch ---------------- President & CEO Dated: March 12, 2004