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 23, 2001 BIOTRANSPLANT INCORPORATED (Exact name of registrant as specified in its charter) Delaware 000-28324 04-3119555 ------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) Building 75, Third Avenue Charlestown Navy Yard Charlestown, MA 02129 ------------------------------------- ------------------------ (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code: (617) 241-5200 N/A --------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. On December 11, 2000, BioTransplant Incorporated ("BioTransplant") announced its plans to acquire Eligix, Inc. ("Eligix") pursuant to an Agreement and Plan of Merger entered into on December 8, 2000. Prior to the closing of the merger, Eligix will borrow up to $2.0 million from BioTransplant to fund operations. The loan is evidenced by a promissory note, which was entered into on January 23, 2001 and bears interest at the prime rate. The loan will be forgiven concurrently with the closing of the merger, provided that if the merger does not close on or before June 31, 2001, then the note will become immediately due and payable. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. See Exhibit Index attached hereto. 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: March 9, 2001 BIOTRANSPLANT INCORPORATED By: /s/ Richard V. Capasso -------------------------------- Richard V. Capasso Vice President, Finance and Treasurer EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- Exhibit 10.1 Promissory Note made on January 23, 2001 by Eligix, Inc. in favor of BioTransplant Incorporated