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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: August 18, 1998
Collagen Corporation
(Exact name of Registrant as specified in its charter)
0-10640
(Commission File Number)
Delaware 94-2300486
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 Embarcadero Road
Palo Alto, CA 94303
(Address of principal executive offices) (Zip code)
(650) 856-0200
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On August 12, 1998, Collagen Corporation announced that at a special
meeting of stockholders, the Company's proposal to spin-off Cohesion
Technologies, Inc. in a one-for-one distribution of common stock to Collagen
Corporation stockholders was approved, and that the spin-off would move ahead as
planned.
The full text of the press release is set forth in Exhibit 20.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a), (b) It is impracticable for the Registrant to provide the required
pro forma financial information as of the filing of this report. The required
pro forma financial information will be filed in accordance with Item 7(a)(4) of
the Instructions to Form 8-K, in the timeframe required by such Item.
(c) Exhibits.
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20 Press release of the Company dated August 12, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
COLLAGEN CORPORATION
(Registrant)
Date: August 25,1998 By: /s/ Norman L. Halleen
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Norman L. Halleen
Vice President, Finance and Chief Financial
Officer (Principal Financial and Accounting
Officer)
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INDEX TO EXHIBITS
Exhibit
Number Description
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20 Press release of the Company, dated August 12, 1998.
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EXHIBIT 20
[GRAPHIC OMITTED] NEWS RELEASE
COLLAGEN
C O R P O R A T I O N
Company Contact: Investor Relations:
Lisa Morgensai Bruce Voss ([email protected])
Collagen Corporation Lippert/Heilshorn & Associates, Inc.
(847) 926-9733 (310) 575-4848
www.lhai.com
COLLAGEN STOCKHOLDERS APPROVE COHESION
TECHNOLOGIES SPIN-OFF - Collagen Corporation to Change Name
to Collagen Aesthetics, Announces New Board -
PALO ALTO, Calif. (August 12, 1998) - Collagen Corporation (NASDAQ: CGEN)
announced that at a special meeting of stockholders held today, the Company's
proposal to spin-off Cohesion Technologies in a one-for-one distribution of
common stock to Collagen Corporation stockholders has been approved. Today's
stockholder vote was a remaining condition to the distribution, which had been
declared tax-free for U.S. federal income tax purposes in an IRS ruling
announced by the Company on July 30, 1998.
The record date for this transaction is August 12, 1998 and the
distribution date has been set for August 18, 1998. Shares of Cohesion
Technologies are expected to begin trading on the NASDAQ National Market System
on August 13, 1998 on a "when issued" basis under the symbol CSONV. Subsequent
to the distribution date, Cohesion Technologies shares are expected to trade on
the NASDAQ National Market System under the symbol CSON. Shares of Cohesion
Technologies will be distributed to stockholders of record via the "book-entry"
method.
Collagen Corporation stockholders also approved a corporate name change
to Collagen Aesthetics, Inc., which better reflects the Company's focus on
serving the aesthetic and reconstructive medical marketplace. Following the
distribution of Cohesion Technologies and the corporate name change, the NASDAQ
National Market System ticker symbol for Collagen Aesthetics will remain CGEN.
"Our stockholders have voted that they concur with Collagen's Board of
Directors and management that dividing the Company into two separate entities
focusing on distinct customer groups, and responding to specific market forces
and opportunities, is the right strategy," commented Gary Petersmeyer, president
and chief executive officer of Collagen Corporation.
In order to create completely separate Boards of Directors for Collagen
Aesthetics and Cohesion Technologies, John R. Daniels, M.D., Reid W. Dennis and
Craig W. Johnson resigned from Collagen Corporation's Board of Directors today
in order to serve on Cohesion's Board of Directors.
"We extend our deepest gratitude to John, Reid and Craig for their
wisdom and guidance over the years," said Mr. Petersmeyer. "We are fortunate to
have two outstanding individuals agree to join the Board of Collagen Aesthetics,
bringing total Board membership to five. Fulton Collins and Gerald Lazarus join
Anne Bakar, William Davis and myself on the Collagen Aesthetics, Inc. Board."
A seasoned business leader, Fulton Collins is Chairman and Chief
Executive Officer of Collins Investments, Inc., Chairman of the Board of
Trustees of the University of Tulsa and a Trustee of the Reynolds Foundation.
His 30-year career includes 10 years at Syntex Corporation where he was Group
Vice President, and 14 years as Chairman and Chief Executive Officer of Liberty
Glass Company. Mr. Collins holds a BA, MS and MBA from Stanford University.
"Fulton brings to Collagen Aesthetics an impressive background in general and
financial management," added Mr. Petersmeyer.
Gerald Lazarus, M.D. is immediate Dean Emeritus of the School of
Medicine at the University of California Davis, and Professor in the Departments
of Dermatology and Biological Chemistry. He is currently on sabbatical as
Visiting Scholar, Institute for Health Policy Studies at the University of
California San Francisco School of Medicine, and Visiting Professor of
Dermatology. A board-certified dermatologist and a leading figure in academic
medicine, Dr. Lazarus' career includes the Harvard Medical School, the
University of Cambridge (England), the Montefiore Hospital and Medical Center
and
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distinguished Professor and Chairman of Dermatology at both Duke University
Medical Center and the University of Pennsylvania School of Medicine. He is also
immediate Past President of the Society for Investigative Dermatology. Dr.
Lazarus has published more than 125 original scientific papers, 75 clinical
papers and has written and co-authored 7 books including Diagnosis of Skin
Disease.
COLLAGEN STOCKHOLDERS APPROVE COHESION TECHNOLOGIES SPIN-OFF
Collagen Aesthetics is maximizing the company's worldwide aesthetic
medicine franchise and nearly two decades of physician trust with proprietary
and in-licensed products. The company's proprietary product line includes
Zyderm(R) and Zyplast(R) collagen implants and Contigen(R) implant, while
in-licensed products include Hylaform(R) gel and SoftForm(TM) facial implant.
Collagen Aesthetics plans to introduce Refinity(TM) medical skin solutions in
the U.S. in late 1998.
Cohesion Technologies is developing products for the $1.3 billion
worldwide surgical hemostasis and sealant markets. The company's lead product,
CoStasis(TM) surgical hemostat, has completed a pivotal clinical study in Europe
for bleeding in cardiothoracic surgery; Cohesion Technologies has filed a design
dossier in preparation for obtaining a CE Mark for CoStasis hemostat, which
would allow for market entry in Europe. CoStasis hemostat is in a pivotal
clinical study in the U.S. for bleeding in hepatic, orthopedic, cardiothoracic
and general surgical procedures. Cohesion expects to begin a feasibility study
with the company's second product, CoSeal(TM) surgical sealant, in Europe late
in 1998, and to begin a pivotal clinical study in mid-1999.
Except for the historical information contained herein, the matters
discussed in this press release are forward-looking statements. As a result, the
accuracy of statements made herein is necessarily subject to risks and
uncertainties including the timing of product introductions, receipt of
regulatory approvals, clinical efficacy of and market demand for products,
product development cycles, results of clinical studies, development and rate of
growth of new markets, potential unfavorable publicity regarding Collagen
Corporation and/or Cohesion Technologies or their respective products, and
possible reversal of sales trends, among other matters discussed in this
release. Actual events and results may differ significantly from the discussion
of such matters in the forward-looking statements. Such differences may be based
on factors within Collagen Corporation's and Cohesion Technologies' control,
such as strategic planning decisions by management and reallocation of internal
resources, or upon factors outside of Collagen Corporation's and Cohesion
Technologies' control, such as scientific advances by third parties,
introduction of competitive products and delays by regulatory authorities, as
well as those factors set forth in Collagen's 1998 Proxy Statement for Special
Meeting of Stockholders, under the heading "Factors That May Affect Future
Results of Operations" in Collagen's Form 10-Q/A filed for the quarter ended
March 31, 1998 and those factors set forth under the heading "Risk Factors" in
Cohesion Technologies' Registration Statement on Form 10.
Collagen Corporation's press releases can be accessed on the Internet
at http://www.businesswire.com/cnn/cgen.htm
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