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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
NOVEMBER 18, 1997
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(Date of Report; Date of Earliest Event Reported)
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)
1-9898 04-2871690
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(Commission File Number) (IRS 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)
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ITEM 5. OTHER EVENTS.
On November 14, 1997, the Board of Directors of the Company declared a 25%
Common Stock dividend (the "Stock Dividend") whereby one share of Common Stock
shall be distributed on or about November 28, 1997 for each four shares of
Common Stock held of record on November 21, 1997 (the "Record Date") to holders
of record on the Record Date. No fractional shares of Common Stock shall be
issued in connection with the Dividend, and, in lieu thereof, cash payments
shall be made to the holders of such fractional amounts based upon the closing
price of the Company's Common Stock on the American Stock Exchange on the Record
Date. In addition, the Board voted to make appropriate adjustments in the
number of shares of Common Stock (i) reserved for issuance and/or issuable under
the Company's 1995 Stock Option Plan, 1986 Stock Option Plan, as amended,
Amended and Restated 1991 Employee Stock Purchase Plan, 1994 Director Stock
Option Plan, 1991 Director Stock Option Plan and the 1987 Stock Option granted
to an Officer of the Company, and upon exercise of all outstanding options under
such Plans.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Exhibit
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99.1 Press Release, dated November 14, 1997,
announcing declaration of the Stock
Dividend.
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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.
Date: November 18, 1997
/S/ HERBERT M. STEIN
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By: Herbert M. Stein
Title: Chairman and Chief Executive Officer
(Principal Executive Officer)
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Exhibit 99.1
Contact: Carol Hausner
Director, Investor and Public Relations
ORGANOGENESIS INC. DECLARES 25% STOCK DIVIDEND
Canton, MA, November 14, 1997 -- The Board of Directors of Organogenesis Inc.
(AMEX: ORG) today declared a 25% Common Stock dividend. The stock dividend
will be distributed on November 28, 1997 to shareholders of record on November
21, 1997. One share of Common Stock will be issued for every four shares owned.
No fractional shares will be issued.
The Board of Directors said it made the decision to issue the stock dividend
based on its confidence in the future growth of the Company in a number of
areas, including product sales, manufacturing capacity and headcount. The
decision was also made to enhance the liquidity and marketability of
Organogenesis stock. Prior to the declaration of the stock dividend, there were
18,462,429 shares of Common Stock outstanding. After issuance of the stock
dividend, Organogenesis will have approximately 23,078,036 shares of Common
Stock outstanding, with 40 million shares authorized for issuance.
Organogenesis Inc. designs, develops and manufactures medical therapeutics
containing living cells and/or natural connective tissue components. Lead
product Apligraf/TM/ (Graftskin) manufactured Human Skin Equivalent is approved
and marketed for the treatment of venous ulcers in Canada; its premarket
approval application (PMA) is currently pending at the U.S. FDA with other
international registrations being pursued. The Company product pipeline also
includes the GRAFTPATCH/TM/ surgical product (cleared for marketing in the
U.S.); a tissue filler product for female urinary incontinence, wound filler and
other soft tissue reconstruction applications; a cell-based liver assist device;
a vascular graft for coronary artery bypass procedures; and other living tissue
products.
Statements in this press release which express the "belief", "anticipation" or
"expectation," as well as other statements which are not historical fact, and
statements as to product compatibility, design, features, functionality and
performance insofar as they may apply prospectively, are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 and involve risks and uncertainties. The Company's actual results may
differ significantly from the results discussed on this press release or in
other forward-looking statements presented by management. Factors that might
cause such a difference include, but are not limited to, development by the
Company's competitors of new technologies or products that are more effective
than the Company's, risks of failure of clinical trials, dependence on and
retention of key personnel, protection of proprietary technology, compliance
with U.S. Food and Drug Administration regulations, continued availability of
raw material for the Company's products, availability of product liability
insurance upon commercialization of the Company's products, ability to
transition from pilot-scale manufacturing to full-scale commercial production of
products, uncertainty as to the availability of additional capital on acceptable
terms, if at all, and the demand for the Company's products, if and when
approved.
