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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 21, 1998
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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)
(781) 575-0775
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On April 15, 1998, 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 April 29, 1998 for each four shares of Common Stock held
of record on April 22, 1998 (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 April 15, 1998,
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 21, 1998
/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, APRIL 15, 1998 -- THE BOARD OF DIRECTORS OF ORGANOGENESIS INC.
(AMEX:ORG) TODAY DECLARED A 25% COMMON STOCK DIVIDEND. THE STOCK DIVIDEND WILL
BE DISTRIBUTED ON APRIL 29, 1998 TO SHAREHOLDERS OF RECORD ON APRIL 22, 1998.
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
23.3 MILLION SHARES OF COMMON STOCK OUTSTANDING. AFTER ISSUANCE OF THE STOCK
DIVIDEND, ORGANOGENESIS WILL HAVE APPROXIMATELY 29.1 MILLION 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 PRODUCT DEVELOPMENT FOCUS INCLUDES LIVING TISSUE REPLACEMENTS, CELL-
BASED ORGAN ASSIST DEVICES AND OTHER TISSUE-ENGINEERED PRODUCTS. THE APLIGRAF
(GRAFTSKIN) PREMARKET APPROVAL APPLICATION (PMA) IS CURRENTLY PENDING AT THE
U.S. FDA; INTERNATIONAL REGISTRATIONS ARE BEING PURSUED BY NOVARTIS PHARMA AG,
WHICH HAS GLOBAL APLIGRAF MARKETING RIGHTS. ORGANOGENESIS' PIPELINE ALSO
INCLUDES THE GRAFTPATCH SURGICAL PRODUCT (CLEARED FOR MARKETING IN THE U.S.); A
TISSUE FILLER PRODUCT FOR FEMALE URINARY INCONTINENCE AND SOFT TISSUE BULKING
AND REPAIR; A CELL-BASED LIVER ASSIST DEVICE; AND A VASCULAR GRAFT FOR CORONARY
ARTERY BYPASS PROCEDURES.
STATEMENTS IN THIS PRESS RELEASE WHICH EXPRESS "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 SMALL-
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.
