Via Facsimile and U.S. Mail
Mail Stop 03-09
April 22, 2005
Mr. Mark P. Colonnese
Senior Vice President, Finance and Administration and Chief
Financial
Officer
AtheroGenics, Inc.
8995 Westside Parkway
Alpharetta, GA 30004
Re: AtheroGenics, Inc.
Form 10-K for the fiscal year ended December 31, 2004
File No. 000-31261
Dear Mr. Colonnese:
We have reviewed your filing and have the following comment.
We
have limited our review of the above referenced filing to only the
issue addressed. Where our comment calls for disclosure, we think
you
should amend your document in response to the comment. Please
amend
your December 31, 2004 Form 10-K within fifteen business days or
tell
us when you will provide us with a response prior to the
expiration
of the 15-day period. If you disagree with our comment, please
provide us an explanation in a supplemental letter prior to your
amendment. You may wish to provide us with marked copies of the
amendment to expedite our review. Your letter should key your
response to our comment. Detailed letters greatly facilitate our
review. Please file your letter on EDGAR under the form type
label
CORRESP. Please understand that we may have additional comments
after reviewing your amendment and response to our comment.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the fiscal year ended December 31, 2004
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 29
1. We acknowledge your table included in the section entitled
"Products" on page 4. However, we believe that your disclosures
about
historical research and development expenses and estimated future
expenses related to your major research and development projects
could be enhanced for investors. Please expand your disclosure by
referring to the Division of Corporation Finance "Current Issues
and
Rulemaking Projects Quarterly Update" under section VIII -
Industry
Specific Issues - Accounting and Disclosure by Companies Engaged
in
Research and Development Activities. You can find it at the
following website address:
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm#secviii.
Please disclose the following information for each of your major
research and development projects:
a. The costs incurred during each period presented and to date on
the
project;
b. The nature, timing and estimated costs of the efforts necessary
to
complete the project;
c. The anticipated completion dates;
d. The risks and uncertainties associated with completing
development
on schedule and the consequences to your operations, financial
position and liquidity if the project is not completed timely;
and,
finally
e. The period in which material net cash inflows from your
significant projects are expected to commence.
Regarding a., if you do not maintain research and development
costs
by project, disclose that fact and explain why management does not
maintain and evaluate research and development costs by project.
Provide other quantitative or qualitative disclosure that
indicates
the amount of the company`s resources being used on these
projects.
Regarding b. and c., disclose the amount or range of estimated
costs
and timing to complete the phase in process and each future phase.
To
the extent that information is not estimable, disclose those facts
and circumstances indicating the uncertainties that preclude you
from
making a reasonable estimate.
* * * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
You may contact Amy Bruckner, Staff Accountant, at (202)
824-
5548 or Joel Parker, Branch Chief, at (202) 824-5487 if you have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 942-1803.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief
Accountant
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Mark P. Colonnese
Senior Vice President, Finance and Administration and Chief
Financial
Officer
AtheroGenics, Inc.
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