Matritech Inc/DE/ - Filing of certain prospectuses and communications in connection with business combination transactions (425)

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) October 30, 2007

Matritech, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-12128	04-2985132
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

330 Nevada Street, Newton, Massachusetts	02460
(Address of principal executive offices)	(Zip Code)

(617) 928-0820

( Registrant’s telephone number, including area code )

Not applicable

(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):

x 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 2.02

Results of Operations and Financial Condition.

On October 30, 2007, Matritech, Inc. issued a press release announcing financial results for the third quarter of fiscal year 2007 ended September 30, 2007. A copy of this press release is attached hereto as Exhibit 99.1. The information in this Report relating to financial results, including the portions of the Exhibit attached hereto relating to such results, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01

Other Events.

On October 30, 2007, Matritech announced that it had implemented a number of cost-reduction measures including selective curtailment of expenditures and decrease of staff in regulatory affairs, marketing and administration. Matritech has also terminated most of its research and development staff and is no longer pursuing further development or submission on any of its research and development programs.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description

99.1		Press Release issued by Registrant on October 30, 2007, relating to Matritech, Inc.’s financial results for the third quarter of fiscal year 2007 ended September 30, 2007.

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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.

	MATRITECH, INC.



Date: October 30, 2007	By: /s/ Stephen D. Chubb
	Name: Stephen D. Chubb
	Title: Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release issued by Registrant on October 30, 2007, relating to Matritech, Inc.’s financial results for the third quarter of fiscal year 2007 ended September 30, 2007.