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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 17, 1995
Organogenesis 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)
0-15246 04-2871690
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(Commission File Number) (I.R.S. Employer
Identification No.)
150 Dan Road
Canton, Massachusetts 02021
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(Address of Principal Executive Offices) (Zip Code)
(617) 575-0775
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 5 Pages
Exhibit Index is on Page 4
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ITEM 5. OTHER EVENTS
Organogenesis Inc. (the "Registrant") announced on July 18, 1995 that
the Registrant had completed an offering of 230,000 units, consisting of
1,150,000 shares of Common Stock, $.01 par value per share, ("Common Stock") and
230,000 five-year warrants, raising over $15 million. The offering was sold
directly by the Company.
Each unit in the offering consists of five shares of Common Stock and a
warrant to purchase one share of Common Stock at an exercise price of $19.875
per shares. Both the exercise price and the number of shares of Common Stock for
which each warrant may be exercised are subject to adjustment, based on an
adjusted price which will be equal to 97% of the average of the daily volume
waited average trade price for the Company's Common Stock during a 20-day
business period beginning July 12, 1995 (the "Adjustment Price"). If the
Adjustment Price exceeds $15.25, each warrant included in the units would be
exercisable for one-half share of Common Stock. If the Adjustment Price is less
than $13.25, each investor would be issued additional warrants to purchase
shares of Common Stock at an exercise price of $.01 per share. In such event,
the number of additional warrants to be issued would be determined by
multiplying the number of shares of Common Stock included in the units purchased
by each such investor multiplied by 13.25 minus the Adjustment Price. In no
event, however, would any such investor be entitled to additional warrants to
purchase more than five shares of Common Stock per unit.
The Company plans to use the proceeds of this offering for preclinical
and clinical programs, product research and development, working capital and
general corporate purposes.
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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 thereunto duly authorized.
ORGANOGENESIS INC.
By: /s/ Herbert M. Stein
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Herbert M. Stein,
Chairman and
Chief Financial Officer
Date: August 1, 1995
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Exhibit Index
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Exhibit Page No.
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99 Press Release announcing Registrant's
completion of $15 Million Offering. 5
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EXHIBIT 99
[Organogenesis Inc. - LOGO]
Contact: Curt W. Rodenhouse
Vice President and
Chief Financial Officer
ORGANOGENESIS COMPLETES
$15 MILLION OFFERING
Canton, MA, July 18, 1995 -- Organogenesis Inc. (AMEX: ORG) today announced
that it has completed an offering of 230,000 units, consisting of 1,150,000
shares of common stock and 230,000 five-year warrants, raising over $15
million. The offering was sold directly by the Company. Because of the strong
interest in the offering, the Company had expanded the number of units from the
200,000 units announced on June 20, 1995.
Herbert M. Stein, CEO and Chairman of the Board, said "We are pleased with the
success of this offering. The strong investor interest in Organogenesis is
reflected in the expansion of the size of the offering, as well as the rate of
its placement."
The Company plans to use the proceeds of this offering for preclinical and
clinical programs, product research and development, working capital and
general corporate purposes. The Company's most advanced product, Graftskin(TM),
has completed clinical trials with positive results, and Organogenesis has been
notified by the U.S. Food and Drug Administration that the Graftskin(TM)
Premarket Approval Application will get expedited review when submitted.
Organogenesis Inc. designs, develops and manufactures innovative medical
therapeutics using living human cells and natural connective tissue components.
The Company's tissue-engineered products, such as Graftskin(TM), are designed
to promote the establishment and growth of new tissues that maintain, restore
or improve biological function. The Company's product development focus is on
wound care, cardiovascular surgery, general surgery, urology and orthopedics.
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