<PAGE>
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
December 29, 1999
----------------------------------------
(Report Date of Earliest Event Reported)
BioTransplant Incorporated
- --------------------------------------------------------------------------------
(Exact name of Registrant as Specified in its Charter)
DELAWARE 0-28324 04-3119555
- ---------------------------- ------------ ----------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Building 75, Third Avenue, Charlestown Navy Yard, Charlestown, MA 02129
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) Zip Code)
Registrant's telephone number, including area code: (617) 241-5200
--------------
- --------------------------------------------------------------------------------
(Former Name or Former Address if Changed Since Last Report)
<PAGE>
ITEM 5: OTHER EVENTS
On December 29, 1999, BioTransplant Incorporated (the "Company") issued
a press release (which is attached hereto as an Exhibit) announcing that it had
completed a private placement of approximately 1.7 million shares of its Common
Stock, $.01 par value per share, to selected institutional investors, for
aggregate proceeds of approximately $7.7 million or $4.50 per share.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
See Exhibit Index attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
January 5, 2000 BIOTRANSPLANT INCORPORATED
/s/Richard V. Capasso
------------------------------------
Richard V. Capasso
Vice President of Finance &
Treasurer
2
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
------ -----------
99.1 Press release dated December 29, 1999
3
<PAGE>
EXHIBIT 99.1
BioTransplant Incorporated (ticker: BTRN, exchange: Nasdaq) News Release -
Wednesday, December 29, 1999
BioTransplant Incorporated Completes $7.7 Million Private Placement
CHARLESTOWN, Mass., Dec. 29 /PRNewswire/ -- BioTransplant Incorporated (Nasdaq:
BTRN) today announced that it has completed a private placement of approximately
1.7 million shares of Common Stock to selected institutional investors, for
aggregate proceeds of approximately $7.7 million or $4.50 per share. Evolution
Capital, a subsidiary of the Carson Group, acted as placement agent for this
transaction. The Common Stock sold has not been registered under the Securities
Act of 1933 and may not be offered or sold in the United States, except pursuant
to an applicable exemption from the Securities Act regulation requirements.
The Company intends to use the proceeds from the sale of its Common Stock to
advance the clinical development of its AlloMune(TM) family of product
candidates and to provide it with working capital for other general corporate
purposes.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the Common Stock. This press release is being issued pursuant
to and in accordance with Rule 135c under the Securities Act.
SOURCE BioTransplant Incorporated
-0- 12/29/1999
/Contact: Elliot Lebowitz, Ph.D., President and CEO of BioTransplant
Incorporated, 617-241-5200, or Francesca T. DeVellis or Julie Mosow of Feinstein
Kean Healthcare, 617-577-8110/
4