UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 24, 2007
BTHC VI, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-52108 20-4494098
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction Identification No.)
of Incorporation)
12890 Hilltop Road
Argyle, Texas 76226
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number,
including area code:
(972) 233-0300
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On May 24, 2007, BTHC VI, Inc., a Delaware corporation (the "Company"), and
its wholly owned subsidiary, B-VI Acquisition Corp. ("Merger Sub"), entered into
an Agreement and Plan of Merger (the "Merger Agreement") with Athersys, Inc., a
Delaware corporation ("Athersys"). Pursuant to the terms of the Merger
Agreement, the Company will acquire all of the outstanding capital stock of
Athersys through a merger of Athersys with Merger Sub, with Athersys as the
surviving corporation following the consummation of the merger.
Athersys stockholders will receive approximately 0.0358493 shares of
Company common stock for each share of Athersys common stock owned pursuant to
the terms of the Merger Agreement, and as such it is anticipated that an
aggregate of approximately 3.2 million shares of Company common stock will be
issued to Athersys common stockholders. The completion of the merger is subject
to customary and other closing conditions, including, among others, (i) Athersys
stockholders approving the Merger Agreement, (ii) Athersys having completed its
due diligence review of the Company to its sole satisfaction, and (iii) the
Company completing an equity financing contemporaneously with the merger.
The summary of the Merger Agreement is qualified in its entirety by
reference to the form of the Merger Agreement filed as Exhibit 10.1 hereto and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Number Exhibit
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10.1 Agreement and Plan of Merger, dated as of May 24, 2007, by
and among BTHC VI, Inc., B-VI Acquisition Corp., and
Athersys, Inc.
SIGNATURES
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.
Date: May 24, 2007
BTHC VI, Inc.
By: /s/ Timothy P. Halter
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Name: Timothy P. Halter
Title: President
INDEX TO EXHIBITS
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Number Exhibit
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10.1 Agreement and Plan of Merger, dated as of May 24, 2007, by
and among BTHC VI, Inc., B-VI Acquisition Corp., and
Athersys, Inc.