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Filing Pursuant to Rule 424(b)(2)
Registration Statement No. 333-93629
PROSPECTUS SUPPLEMENT
(to Prospectus dated February 14, 1999)
788,925 Shares
ORGANOGENESIS INC.
Common Stock
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You should read this prospectus supplement and the accompanying prospectus
carefully before you invest. Both documents contain information you should
consider when making your investment decision.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS TO READ ABOUT
FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK.
PLAN OF DISTRIBUTION
We are offering 788,925 shares of our common stock to several institutional
investors pursuant to this prospectus supplement. The common stock will be
purchased at a negotiated purchase price of $14.00 per share. The purchase
price reflects the average of recent trading prices of the common stock on the
American Stock Exchange, net of an 8% discount. In addition, we will pay
$207,366.80 in commissions on the sale of our common stock. We will not pay any
other compensation in conjunction with this sale of our common stock.
USE OF PROCEEDS
The net proceeds to us from this offering will be approximately
$10,837,000.00. We plan to use the net proceeds for general corporate purposes,
including:
- repaying our obligations as they become due;
- financing capital expenditures; and
- general working capital purposes.
Pending use of the net proceeds for any of these purposes, we may invest the net
proceeds in short-term investment grade instruments, interest-bearing bank
accounts, certificates of deposit,
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money market securities, U.S. government securities or mortgage-backed
securities guaranteed by federal agencies.
MARKET FOR OUR COMMON STOCK
On February 25, 2000, the last reported sales price of our common shares on
the American Stock Exchange was $15.1875 per share. Our common stock is listed
on the American Stock Exchange under the symbol "ORG." The common stock sold
under this prospectus supplement will be listed on the American Stock Exchange
after we notify the American Stock Exchange that the shares have been issued.
As of February 25, 2000, and before the issuance of shares pursuant to this
prospectus supplement, we have 30,886,568 shares of common stock outstanding,
net of 80,000 shares of our common stock held in treasury.
LEGAL MATTERS
Certain legal matters with respect to the common stock offered hereby will
be passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of
Boston, Massachusetts.
GENERAL
You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus supplement is accurate as of any
date other than the date on the front of these documents.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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The date of this prospectus supplement is February 28, 2000.
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