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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 14, 2000
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Curis, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-30347 04-3505116
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(Commission File Number) (I.R.S. Employer
Identification No.)
61 Moulton Street
Cambridge, Massachusetts 02138
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(Address of Principal Executive Offices) (Zip Code)
(617) 876-0086
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name and Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) On July 31, 2000, Creative BioMolecules, Inc., a Delaware corporation
("Creative"), Ontogeny, Inc., a Delaware corporation ("Ontogeny"), and
Reprogenesis, Inc., a Texas corporation ("Reprogenesis"), merged (the "Merger")
with and into Curis, Inc. (the "Registrant"), pursuant to an Agreement and Plan
of Merger dated as of February 14, 2000 (the "Merger Agreement"). On that date,
the Registrant, as the surviving company of the Merger, assumed the rights and
obligations of Creative, Ontogeny and Reprogenesis. The Registrant's common
stock is listed on the Nasdaq National Market under the symbol "CRIS."
Pursuant to the Merger Agreement, the following conversion ratios were
applied to the outstanding securities of Creative, Ontogeny and Reprogenesis:
o Creative's common stockholders received 0.3000 shares of the
Registrant's common stock in exchange for each share of Creative
stock that they owned;
o Ontogeny's capital stockholders received 0.2564 shares of the
Registrant's common stock in exchange for each share of Ontogeny
stock that they owned; and
o Reprogenesis' capital stockholders received and the holders of
options or warrants to acquire the capital stock of Reprogenesis are
entitled, upon exercise thereof, to receive an aggregate number of
shares of the Registrant's common stock equal to 0.1956 multiplied
by the total number of shares of Reprogenesis capital stock
outstanding or subject to options or warrants.
Immediately after the Merger, the Registrant was owned approximately 43% by the
former stockholders of Creative, approximately 38% by the former stockholders of
Ontogeny and approximately 19% by the former stockholders of Reprogenesis.
To the extent that the outstanding stock options of Creative, Ontogeny and
Reprogenesis and the outstanding warrants to purchase Ontogeny and Reprogenesis
capital stock did not expire upon completion of the Merger, each of these
securities automatically converted into an equivalent right to acquire shares of
the Registrant's common stock.
The Merger will be accounted for under the purchase method of accounting
for business combinations, with Creative being the acquiring company for
accounting purposes.
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits.
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Exhibit Description
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2.1 Agreement and Plan of Merger dated as of February 14, 2000
among Creative BioMolecules, Inc., Ontogeny, Inc.,
Reprogenesis, Inc. and Curis, Inc. (incorporated herein by
reference to Annex A to the Joint Proxy Statement-Prospectus
on Form S-4, as amended, filed with the Securities and
Exchange Commission on March 14, 2000 (File No. 333-32446)).
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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.
Date: August 14, 2000 CURIS, INC.
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(Registrant)
By: /s/ Doros Platika
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Doros Platika
President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit Description
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2.1 Agreement and Plan of Merger dated as of
February 14, 2000 among Creative
BioMolecules, Inc., Ontogeny, Inc.,
Reprogenesis, Inc. and Curis, Inc.
(incorporated herein by reference to Annex A
to the Joint Proxy Statement-Prospectus on
Form S-4, as amended, filed with the
Securities and Exchange Commission on March
14, 2000 (File No. 333-32446)).
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