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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
April 29, 1997
______________________________________________________________
(Date of Report; Date of Earliest Event Reported)
ORGANOGENESIS INC.
______________________________________________________________
(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-9898 04-2871690
______________________________ ________________________________
(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 April 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 May 2, 1997 for each four shares of Common Stock held of
record on April 25, 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 and (ii) upon conversion of
the outstanding warrants of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Exhibit
- - ---------- -------
99.1 Press Release, dated April 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: April 29, 1997
/s/ HERBERT M. STEIN
-----------------------------------
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, April 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 May 2, 1997 to shareholders of record on April 25, 1997. One
share of Common Stock will be issued for every four shares owned. No fractional
shares will be issued.
Herbert M. Stein, CEO and Chairman of the Board, said, "The decision to issue
this dividend was made with the intention of enhancing the marketability and
liquidity of the stock". Prior to the declaration of the stock dividend, there
were 14,369,105 shares of Common Stock outstanding. After issuance of the stock
dividend, Organogenesis will have approximately 17,961,381 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. The
Company's products are designed to promote the establishment and growth of new
tissues to restore, maintain or improve biological function. Organogenesis'
product development focus includes living tissue replacements, organ assist
treatments and guided tissue regeneration scaffolds. The Company's lead product,
Apligraf/TM/ Human Skin Equivalent, was recently approved in Canada; its
premarket approval application (PMA) is currently pending at the U.S. FDA, with
Novartis pursing other international registrations.
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.
