UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) April 22, 2005
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Interleukin Genetics, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-23413 94-3123681
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(Commission File Number) (IRS Employer Identification No.)
135 Beaver Street Waltham, MA 02452
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(Address of Principal Executive Offices) (Zip Code)
(781) 398-0700
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(Registrant's Telephone Number, Including Area Code)
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(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 (see General Instruction A.2. below):
|_| 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))
Item 2.02 Results of Operations and Financial Condition.
The Registrant is furnishing its press release dated April 26, 2005,
relating to its restated earnings for the fiscal years and fourth fiscal
quarters ended December 31, 2003 and 2004 and announcing the filing of its
Annual Report on Form 10-K for the year ended December 31, 2004. The text of
that press release is attached to this Report as Exhibit 99.1 and is
incorporated by reference herein.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report of Completed Interim Review.
On April 22, 2005, management of the Registrant concluded in consultation
with the Registrant's Audit Committee that previously issued audited financial
statements of the Registrant included in its Form 10-K for the year ended
December 31, 2003 and previously issued unaudited interim financial statements
included in the Forms 10-Q for the quarters ended March 31, 2004, June 30, 2004,
and September 30, 2004, should no longer be relied upon due to the incorrect
classification of transactions entered into with Alticor Inc. and its
affiliates. Management and the Audit Committee have discussed this matter with
the Registrant's independent registered public accounting firm.
The Registrant has reflected the effects of the restatement of its
financial statements for the year ended December 31, 2003 and the 2004 quarterly
financial statements in its Annual Report on Form 10-K for the year ended
December 31, 2004 (as filed with the Securities and Exchange Commission on April
26, 2005).
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release dated April 26, 2005.
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.
Interleukin Genetics, Inc.
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(Registrant)
Date: April 26, 2005 /s/ Fenel M. Eloi
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Fenel M. Eloi
Chief Operating Officer,
Chief Financial Officer,
Treasurer and Secretary