<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 425
FILED BY CURIS, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: CURIS, INC.
Date of Report: June 21, 2000
CONTACT: Steven L. Basta
V.P., Finance and Business Development
Creative BioMolecules, Inc.
(617) 912-2950
CREATIVE BIOMOLECULES REPORTS SECOND QUARTER
FINANCIAL RESULTS
On July 31, 2000 Creative BioMolecules, Inc. plans to merge with
Ontogeny, Inc. and Reprogenesis, Inc. into Curis, Inc.
Hopkinton, MA, July 27, 2000--Creative BioMolecules, Inc. (Nasdaq: CBMI) today
announced financial results for the second quarter of fiscal 2000, ended June
30, 2000. Revenues during the second quarter were $7,000 and expenses were
$3,071,000, resulting in a net loss of $2,514,000 or $0.07 per share to common
shareholders. For the quarter ending June 30, 1999 Creative BioMolecules had
revenues of $758,000, expenses of $4,144,000 and a net loss of $2,926,000 or
$0.14 per share, which included a non-operating charge. Creative BioMolecules
ended the second quarter 2000 with approximately $16.5 million in cash and
marketable securities.
Creative BioMolecules will hold a stockholders meeting on July 31, 2000 to
complete its proposed merger with Ontogeny, Inc. and Reprogenesis, Inc. into a
new public company named Curis, Inc. The combination of these companies will
position Curis as a leader in the emerging field of regenerative medicine. Under
the terms of the merger, which is subject to shareholder approval, Creative
BioMolecules' shareholders will receive three Curis shares for every ten shares
of Creative BioMolecules. Following completion of the transaction, Creative
BioMolecules' shareholders will hold approximately 43%, Ontogeny's shareholders
will hold approximately 38% and Reprogenesis' shareholders will hold
approximately 19% of Curis. The merger is expected to close following the
stockholder meetings for each company on July 31.
Formed by the merger of three Boston area biotechnology companies, Creative
BioMolecules, Inc., Ontogeny, Inc. and Reprogenesis, Inc., Curis will combine
insight gained through the study of developmental biology with high-throughput
screening capabilities, proteins, cells and biocompatible materials to enable
the development of new regenerative medicine therapies. Curis' pipeline will
include: 1) a product which is currently under regulatory review in the United
States, Europe and Australia; 2) multiple products in late-stage clinical
development; 3) numerous early clinical and late-stage preclinical products; and
4) a discovery engine that combines functional genomics and developmental
biology across multiple medical indications. These products have the potential
to change the way degenerative disease, cancer and other disorders associated
with loss of function are treated. Curis will be a publicly held company located
in Cambridge, Massachusetts. For more information, please visit the Curis web
site at http://www.curis.com.
(more)
<PAGE>
PAGE 2
The statements in this news release that are not historical facts are forward-
looking statements that involve risks and uncertainties including, without
limitation, risks associated with the inherent uncertainty of pharmaceutical
research, product development, regulatory approval and commercialization, the
impact of competitive products, patents, patent litigation, product liability,
third party reimbursement, required stockholder approvals and other risks and
uncertainties associated with the biotechnology industry and merger transactions
generally. For additional factors that could cause actual results to differ
materially, please refer to the risk factors section of Creative BioMolecules,
Inc.'s Form 10K, as amended, for the year ended 1999.
Investors and security holders are advised to read the joint proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information, because it contains important information. Such
joint proxy statement/prospectus was filed with the Securities and Exchange
Commission by Curis, Inc. and mailed to shareholders of Creative BioMolecules,
Inc., Reprogenesis, Inc. and Ontogeny, Inc. in June. Investors and security
holders may obtain a free copy of the joint proxy statement/prospectus and other
documents filed by Curis, Inc. at the Commission's web site at www.sec.gov. The
joint proxy statement/prospectus and such other documents may also be obtained
directly from Creative BioMolecules, Inc., Ontogeny, Inc. and Reprogenesis, Inc.
(more)
<PAGE>
PAGE 3
CREATIVE BIOMOLECULES, INC. AND SUBSIDIARY
Consolidated Statements of Operations
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------------- -------------------------------
<S> <C> <C> <C> <C>
2000 1999 2000 1999
----------- ----------- ----------- -----------
(unaudited) (unaudited)
REVENUES:
Research and development contracts $ 7,471 $ 757,542 $ 677,858 $ 1,582,187
----------- ----------- ----------- -----------
Total revenues 7,471 757,542 677,858 1,582,187
----------- ----------- ----------- -----------
COSTS AND EXPENSES:
Research and development 1,910,895 2,613,208 3,984,233 5,342,125
General and administrative* 1,159,618 1,530,690 5,853,476* 3,060,328
----------- ----------- ----------- -----------
Total costs and expenses 3,070,513 4,143,898 9,837,709 8,402,453
----------- ----------- ----------- -----------
NET OPERATING LOSS (3,063,042) (3,386,356) (9,159,851) (6,820,266)
----------- ----------- ----------- -----------
OTHER INCOME/(EXPENSES)
Interest and other 284,650 495,667 583,546 1,251,400
Interest expense (41,020) (35,591) (84,655) (68,252)
Gain on sale of assets 305,396 - 305,396 -
----------- ----------- ----------- -----------
Total other income/(expenses) 549,026 460,076 804,287 1,183,148
----------- ----------- ----------- -----------
NET LOSS (2,514,016) (2,926,280) (8,355,564) (5,637,118)
ACCRETION ON SERIES 1998/A
PREFERRED STOCK - (2,006,391) - (2,395,559)
----------- ----------- ----------- -----------
NET LOSS APPPLICABLE TO
COMMON STOCKHOLDERS $(2,514,016) $(4,932,671) $(8,355,564) $(8,032,677)
=========== =========== =========== ===========
BASIC AND DILUTED LOSS
PER COMMON SHARE* $(.07) $(.14) $(.22)* $(.23)
=========== =========== =========== ===========
COMMON SHARES FOR BASIC
AND DILUTED
LOSS COMPUTATION 38,238,907 35,512,694 37,897,905 35,091,833
=========== =========== =========== ===========
</TABLE>
* General and Administrative expenses in the first six months of 2000 include a
one-time, non-cash charge of $3,139,000 in the first quarter. The net loss per
share without this charge would have been $(0.14) per share for the first six
months.
<TABLE>
<CAPTION>
BALANCE SHEET DATA
JUNE 30, 2000
-------------
<S> <C>
Cash, Cash Equivalents and Marketable Securities $16,521,000
Total Assets $26,174,000
Total Stockholders' Equity $22,376,000
</TABLE>
