UNITED STATES
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): June 16 22, 2009

ATHEROGENICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Georgia (State or other jurisdiction of incorporation) 0-31261 (Commission File Number) 58-2108232 (I.R.S. Employer Identification Number)


Georgia	0-31261	58-2108232
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

8995 Westside Parkway
Alpharetta, GA 30009
(Address of principal executive offices)

Registrant’s telephone number, including area code (678) 336-2500

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.0103. ~~Other~~Bankruptcy ~~Events~~or Receivership

~~AtheroGenics~~As previously disclosed, ~~Inc.~~on September 15, 2008 an involuntary petition under Chapter 7 of the United States Bankruptcy Code (the “~~Company~~Bankruptcy Code”) iswas ~~required~~filed toagainst ~~file~~AtheroGenics ~~monthly~~by ~~operating~~certain holders ~~reports~~of the 2008 Notes in the United States Bankruptcy Court for the Northern District of Georgia (the “Bankruptcy Court”). On ~~June~~October 166, ~~2009~~ 2008, AtheroGenics consented to the ~~Company~~bankruptcy filing ~~filed~~and ~~its~~moved ~~monthly~~the ~~operating~~Bankruptcy ~~report~~Court ~~for~~to convert the ~~month~~Chapter 7 ~~ended~~case ~~May 31,~~to ~~2009~~a ~~with~~case ~~the~~under Chapter 11 of the Bankruptcy ~~Court.~~Code ~~Selected~~(the ~~financial~~“Chapter 11 ~~information~~Proceeding”). ~~for~~On ~~the~~April 1, ~~month~~2009, ofAtheroGenics ~~April~~sold substantially ~~included~~all inof ~~the~~its ~~monthly operating~~non-cash ~~report~~assets ~~(the~~to ~~“Selected~~Crabtree ~~Financial~~Acquisition ~~Information”)~~Co., isLLC ~~attached~~for ~~hereto~~$2 million as ~~Exhibit~~part of the Chapter 9911 Proceeding (the “Asset Sale”).1.

~~The~~On ~~information~~June ~~contained~~9, in2009, the ~~Selected~~Bankruptcy ~~Financial~~Court ~~Information~~entered isan ~~preliminary~~order ~~and subject to revision, and~~ (the ~~Company~~“Confirmation ~~cautions readers not to place undue reliance upon this information. The~~Order”) ~~Selected~~confirming ~~Financial~~AtheroGenics’ ~~Information~~Second isAmended ~~unaudited,~~Plan inof aLiquidation ~~format~~(the ~~prescribed by applicable bankruptcy laws, and has not been prepared in conformity with generally accepted accounting principles~~“Plan”). The ~~information~~ ineffective ~~the~~date ~~Selected Financial Information might not be indicative~~ of the ~~Company’s~~ ~~financial~~Plan ~~condition~~is orJune ~~operating~~22, ~~results~~2009 ~~for~~(“Effective ~~the~~Date”). ~~period~~A ~~that~~copy ~~would~~of ~~be reflected in~~ the ~~Company’s financial~~Plan ~~statements~~as orconfirmed inby ~~a periodic report filed pursuant to~~ the ~~Securities Exchange Act of 1934,~~ asBankruptcy ~~amended.~~Court ~~The~~and ~~information set forth in~~ the ~~Selected~~Confirmation ~~Financial~~Order ~~Information~~are ~~should~~attached ~~not~~hereto ~~be viewed~~ as ~~indicative~~ ofExhibits ~~future~~2.1 ~~results~~ and ~~should~~2.2, respectively, ~~not~~and beare ~~used~~incorporated ~~for~~herein ~~investment~~by ~~purposes~~reference.

PURSUANT TO THE TERMS OF THE PLAN, ATHEROGENICS WILL BE LIQUIDATED AND ITS COMMON STOCKHOLDERS WILL NOT RECEIVE ANY CASH OR SECURITIES IN CONNECTION WITH THE LIQUIDATION. THE PLAN PROVIDES FOR ALL OUTSTANDING SHARES OF COMMON STOCK OF ATHEROGENICS, INCLUDING ALL 39,518,492 ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF ATHEROGENICS, TO BE DEEMED CANCELLED ON THE EFFECTIVE DATE.

Summary of Plan

The following is a summary of the material terms of the Plan, as confirmed by the Bankruptcy Court. This summary is qualified in its entirety by reference to the Plan. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

The Plan provides for the appointment of a Liquidating Agent for the sole purpose of liquidating and distributing all of the Remaining Assets of AtheroGenics. The Liquidating Agent will not engage in any business activities other than winding down the remaining affairs of AtheroGenics.

Other than Administrative Expense Claims, Gap Period Claims and Priority Tax Claims, the claims and interests in AtheroGenics are divided into eight classes. The Plan generally provides for Holders of Class 3 Claims of the 2008 Notes, Class 4 Claims of the 2011 Notes, Class 5 Claims of the 2012 Notes, and Class 6 General Unsecured Claims (i.e., Unsecured Claims that exceed $10,000) to receive pro rata Distributions of any proceeds that remain after the payment and full satisfaction of Administrative Expense Claims, Priority Tax Claims, Gap Period Claims, and Claims in Class 1

(Secured Claims), Class 2 (Priority Claims) and Class 7 (Unsecured Convenience Claims).

Holders of Claims in Class 7 (Unsecured creditors with Claims less than $10,000) shall receive a one-time Cash payment equal to 16% of their Allowed Claims in satisfaction of their Claims. The Debtor estimates that each Holder of Claims in Classes 3, 4, 5 and 6 will receive total Distributions aggregating approximately 16% of such Claim. Holders of Interests in the Debtor (Class 8) will not receive any Distributions on account of their existing Interests in the Debtor.

After the Distribution of the Remaining Assets, the Liquidating Agent will dissolve AtheroGenics.

Item 3.03. Material Modification to Rights of Security Holders.

Pursuant to the Plan, upon entry of the Confirmation Order by the Bankruptcy Court, any and all issued shares of AtheroGenics’ common stock (other than common stock held by the Liquidating Agent) and options and warrants to purchase AtheroGenics’ common stock were cancelled on the Effective Date.

In addition, AtheroGenics intends to file a Form 15 with the United States Securities and Exchange Commission to terminate the registration of its common stock, its common stock purchase rights, its 2008 Notes and its 1.5% Convertible Notes due 2012 and to suspend its reporting obligations under the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits.

~~The following exhibit is furnished as part of this current report on Form 8-K~~(d) Exhibits.

Exhibit No.		Description
2.1	Second Amended Plan of Liquidation.
99.1	—	Selected Financial Information
2.2	Confirmation Order.

SIGNATURE

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.

	ATHEROGENICS, INC.
Date: June 16, 2009	By:	/s/ CHARLES A. DEIGNAN
Date: June 22, 2009	By:	/s/ Charles A. Deignan
		Charles A. Deignan
		President, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.				Description
99.1		—		Selected Financial Information

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