BIOTRANSPLANT INC
8-K, 2000-02-16
PHARMACEUTICAL PREPARATIONS
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                       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

                                February 11, 2000

- --------------------------------------------------------------------------------
                    (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)


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ITEM 5:  OTHER EVENTS

         On February 11, 2000, BioTransplant Incorporated (the "Company") issued
a press release (which is attached hereto as an Exhibit) announcing that it had
completed a private placement of 1,215,000 shares of its Common Stock, $.01 par
value per share, to selected institutional investors, for aggregate proceeds of
$9,720,000 or $8.00 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.

February 15, 2000                        BIOTRANSPLANT INCORPORATED

                                         /s/ Richard V. Capasso
                                         ---------------------------------------
                                         Richard V. Capasso
                                         Vice President of Finance & Treasurer

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                                  EXHIBIT INDEX

           NUMBER                         DESCRIPTION

           99.1                           Press release dated February 11, 2000






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                                                                   EXHIBIT 99.1

BioTransplant Incorporated Completes $9.7 Million Private Placement

CHARLESTOWN, Mass., Feb. 14 /PRNewswire/ -- BioTransplant Incorporated (Nasdaq:
BTRN) today announced that it has completed a private placement of approximately
1.2 million shares of Common Stock to selected institutional and accredited
investors, for aggregate proceeds of approximately $9.7 million or $8 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
further 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.




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