<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ADVANCED TISSUE SCIENCES, INC.
________________________________________________________________________________
(Name of Issuer)
Common Shares, $.01 Par Value
________________________________________________________________________________
(Title of Class of Securities)
00755F 10
_______________________________________________________________
(CUSIP Number)
James A. Ralston
Smith & Nephew SNATS, Inc.
1450 Brooks Road
Memphis, TN 38116
(901)396-2121
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 29, 2000
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following pages)
(Page 1 of 18 Pages)
<PAGE>
SCHEDULE 13D
------------------------------------------------------------------------------
CUSIP No. 00755F 10 Page 2 of 18 Pages
------------------------------------------------------------------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Smith & Nephew SNATS, Inc. 62159 8647
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
5,104,163
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
5,104,163
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,104,163
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.95%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
------------------------------------------------------------------------------
2
<PAGE>
SCHEDULE 13D
------------------------------------------------------------------------------
CUSIP No. 00755F 10 Page 3 of 18 Pages
------------------------------------------------------------------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Smith & Nephew Holdings, Inc. 51-0377156
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
5,104,163
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
5,104,163
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,104,163
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.95%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
------------------------------------------------------------------------------
3
<PAGE>
SCHEDULE 13D
------------------------------------------------------------------------------
CUSIP No. 00755F 10 Page 4 of 18 Pages
------------------------------------------------------------------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Smith & Nephew plc
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England and Wales
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
5,104,163
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
5,104,163
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,104,163
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.95%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
------------------------------------------------------------------------------
4
<PAGE>
Introduction
------------
This Amendment to Schedule 13D, filed jointly by Smith & Nephew plc ("Parent"),
Smith & Nephew Holdings, Inc. ("Holdings") and Smith & Nephew SNATS, Inc.
("S&N"), relates to the common stock, par value $.01 per share ("ATS Common
Stock") of Advanced Tissue Sciences, Inc., a Delaware corporation ("ATS"), and,
amends the Schedule 13D filed by Parent, Holdings and S&N with the Securities
and Exchange Commission on July 9, 1999.
Item 1. Security and Issuer.
--------------------
This statement relates to the ATS Common Stock. ATS is a Delaware corporation,
the principal executive offices of which are located at 10933 North Torrey Pines
Road, La Jolla, California, 92037.
Item 2. Identity and Background.
------------------------
This statement is being filed by the Parent, Holdings and S&N. The Parent is a
corporation incorporated under the laws of England and Wales. Its principal
executive offices are located at Heron House, 15 Adam Street, London, England
WG2N 6LA. It is engaged in the medical and healthcare business.
Holdings, an indirect, wholly-owned subsidiary of Parent, is a corporation
incorporated under the laws of Delaware. Its principal executive offices are
located at 1201 N. Orange Street, Suite 788, Wilmington, Delaware 19801-1119. It
is a holding company.
S&N, an indirect, wholly owned subsidiary of Parent, and a direct, wholly owned
subsidiary of Holdings, is a corporation incorporated under the laws of
Delaware. Its principal executive offices are located at 1201 N. Orange Street,
Suite 788, Wilmington, Delaware 19801-1119. It is a holding company.
Annex A, attached hereto and incorporated by reference, sets forth the name,
residence or business address, present principal occupation or employment and
citizenship of each executive officer and of each director of Parent.
Neither Parent nor any of the persons listed in Annex A has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Neither Parent nor any of the persons listed on Annex A has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
5
<PAGE>
Annex B attached hereto and incorporated by reference, sets forth the name,
residence or business address, present principal occupation or employment and
citizenship of each executive officer and of each director of Holdings.
Neither Holdings nor any of the persons listed in Annex B has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Neither Holdings nor any of the persons listed on Annex B has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
Annex C, attached hereto and incorporated by reference, sets forth the name,
residence or business address, present principal occupation or employment and
citizenship of each executive officer and of each director of S&N.
Neither S&N nor any of the persons listed in Annex C has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
Neither S&N nor any of the persons listed on Annex C has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding been or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to Federal or State securities laws
or finding any violation with respect to such laws.
6
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Pursuant to a Stock Purchase Agreement dated January 14, 1998, (the "Purchase
Agreement") between S&N and ATS, S&N acquired 1,533,115 shares of the ATS Common
Stock for $13.0453333333 per share or a total of $19,999,996.21. The funds for
such acquisition were obtained from working capital.
Pursuant to a Promissory Note dated March 31, 1997 as amended June 18, 1999 (the
"Note"), S&N loaned ATS $10,000,000. This loan was repayable by ATS in either
cash or, under certain circumstances, ATS Common Stock. The funds for such loan
were obtained from working capital. On June 18, 1999 ATS notified S&N of its
election, pursuant to Section 2.3 of the Note, to repay the outstanding amounts
under the Note in shares of ATS Common Stock. On June 30, 1999 ATS issued S&N
2,800,595 additional shares of ATS Common Stock.
Pursuant to an Agreement, dated May 6, 1994, between S&N and ATS, S&N loaned ATS
$10,000,000. The funds for such loan were obtained from working capital. On
September 29, 2000, ATS paid S&N $4,300,000 in cash on the loan, with the
remaining balance of $5,700,000 being paid to S&N by the issuance of 770,453
shares of ATS Common Stock.
Item 4. Purpose of Transaction.
----------------------
The purpose of acquiring the shares is for investment. Depending upon its
evaluation of ATS' business prospects and financial condition, the market for
ATS Common Stock and other factors that it may deem material to its investment
decision, S&N may acquire additional shares of ATS Common Stock in the open
market, in private transactions or by any other permissible means or may dispose
of all or a portion of the shares of ATS Common Stock which are currently owned
or which are hereafter acquired.
Item 5. Interest in Securities of the Issuer.
------------------------------------
S&N holds 5,104,163 shares of ATS Common Stock representing approximately 7.95%
of the 64,156,341 issued and outstanding shares as of November 6, 2000.
The number of shares of ATS Common Stock as to which S&N has:
(i) sole power to vote or direct the vote is 5,104,163 shares;
(ii) shared power to vote or to direct the vote is 0 shares;
(iii) sole power to dispose or to direct the disposition is 5,104,163;
and
(iv) shared power to dispose or direct the disposition is 0.
No other transactions in ATS Common Stock were effected by Parent, Holdings or
S&N within the past sixty days.
7
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
--------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
S&N and ATS are involved in a variety of ongoing arrangements and
understandings. In April 1996, S&N and ATS entered into an agreement to form a
fifty-fifty joint venture for the worldwide commercialization of Dermagraft,
ATS' tissue-engineered replacement for the treatment of diabetic foot ulcers
(the "Dermagraft Joint Venture"). In January 1998, S&N and ATS expanded the
Dermagraft Joint Venture to include, with certain exceptions, any products using
ATS' technology for medical care and treatment of skin tissue wounds, such as
pressure and venous ulcers, burns and skin tissue defects. The Dermagraft Joint
Venture was further expanded in August, 1998 by giving S&N the exclusive right
to market TransCyte as a temporary covering for full and partial thickness burns
in the United States, beginning in October 1998. Under the terms of the
Dermagraft Joint Venture agreements, ATS is responsible for supervising the
manufacturing of Dermagraft and TransCyte. S&N's existing wound care sales force
and distribution network is used to market the products.
As consideration for entering into the Dermagraft Joint Venture, S&N paid ATS
$10 million in 1996. In connection with the 1998 expansion of the joint venture,
S&N and ATS entered into the Purchase Agreement pursuant to which S&N purchased
1,533,115 shares of ATS Common Stock. The Dermagraft Joint Venture agreements
also provide for certain payments by S&N to ATS upon the achievement of certain
milestones. The first of these payments, $15 million, was made in January, 1999
and up to an additional $136 million may be payable in the future. Except for
$10 million in regulatory approval and reimbursement milestones related to
Dermagraft in the treatment of diabetic foot ulcers, all other approval,
reimbursement and sales milestones are subject to, and payable from, joint
venture earnings exceeding certain minimum levels. ATS and S&N will share
equally in the expenses and revenues of the Dermagraft Joint venture except, as
provided in the expansion agreements, ATS will fund the first $6 million of
expenses for conducting clinical trials and for regulatory support of Dermagraft
and TransCyte in the treatment of venous and pressure ulcers as well as certain
manufacturing and distribution costs and certain costs related to post-market
studies of TransCyte through December 1999. Pursuant to the Dermagraft Joint
Venture agreements, each of S&N and ATS has certain rights or obligations to
purchase the other's interest under certain circumstances.
In connection with the Dermagraft Joint Venture, Parent and ATS each own 50% of
DermEquip, L.L.C. ("DermEquip"). In August 1997, DermEquip entered into a term
loan agreement with The Chase Manhattan Bank to borrow up to $16 million (the
"Chase Loan") through June 1998. During the first half of 1998, DermEquip
completed drawdowns under the loan agreement to a total of $16 million.
Principal is payable in equal quarterly installments from June 1998 through June
2004. The Chase Loan bears interest payable quarterly at the 90-day London
Interbank Offered Rate ("LIBOR") plus 1/4 percent (5.56% at December 31, 998).
DermEquip's obligations with respect to the Chase Loan are jointly and severally
guaranteed by Parent and ATS. The guarantees are secured by DermEquip's assets,
having a carrying value of $14,485,000 as of December 31, 1998, and by each of
Parent's and ATS' interest in DermEquip.
8
<PAGE>
In 1994, S&N and ATS entered into a separate fifty-fifty joint venture for the
worldwide development, manufacture and marketing of human-based,
tissue-engineered cartilage for orthopedic applications (the "NeoCyte Joint
Venture"). Under the agreement, S&N contributed the first $10 million in the
NeoCyte Joint Venture funding and ATS contributed certain technology licenses.
Revenues and expenditures of the NeoCyte Joint Venture after the first $10
million are being shared equally by the partners. In addition, S&N provided ATS
with a $10 million loan commitment to fund ATS' share of the expenditures of the
NeoCyte Joint Venture. This loan has been paid off, as provided in Item 3 above.
The NeoCyte Joint Venture also has the right of first negotiation to develop
tissue-engineered bone, tendon and ligament for orthopedic applications.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit I Agreement of Joint Filing, dated December 15, 2000.
Exhibit II Common Stock Purchase Agreement, dated January 14, 1998 between
Advanced Tissue Sciences, Inc. and Smith and Nephew SNATS, Inc.,
incorporated by reference to Exhibit 10.2 to Current Report on
Form 8-K filed with the Securities and Exchange Commission on
January 14, 1998 by Advanced Tissue Sciences, Inc.
Exhibit III Promissory Note between Advanced Tissue Sciences, Inc. and Smith
& Nephew SNATS, Inc., dated March 31, 1997, incorporated by
reference to Exhibit 10.1 to the Form 10-Q for the Quarter Ended
March 31, 1997 filed with the Securities and Exchange Commission
by Advanced Tissue Sciences, Inc.
Exhibit IV Amendment to the Promissory Note between Advanced Tissue
Sciences, Inc. and Smith & Nephew SNATS, Inc., dated June 18,
1999, previously filed as Exhibit IV to the Schedule 13D dated
July 9, 1999, filed with the Securities and Exchange Commission
by Smith & Nephew Holdings, Inc., Smith & Nephew SNATS, Inc. and
Smith & Nephew plc.
Exhibit V Agreement between Advanced Tissue Sciences, Inc. and Smith &
Nephew plc dated May 6, 1994, incorporated by reference to
Exhibit 10.1 to the Form 10-Q for the Quarter Ended March 31,
1994 filed with the Securities and Exchange Commission by
Advanced Tissue Sciences, Inc.
Exhibit VI Heads of Agreement between Advanced Tissue Sciences, Inc. and
Smith & Nephew plc dated April 29, 1996, incorporated by
reference to Exhibit 10.1 to the Form 10-Q for the Quarter Ended
March 31, 1996 filed with the Securities and Exchange Commission
by Advanced Tissue Sciences, Inc.
Exhibit VII Promissory Note between Advanced Tissue Sciences, Inc. and Smith
& Nephew SNATS, Inc. dated June 11, 1997, incorporated by
reference to Exhibit 10.2 to the Form 10-Q for the Quarter Ended
June 30, 1997 filed
9
<PAGE>
with the Securities and Exchange Commission by
Advanced Tissue Sciences, Inc.
Exhibit VIII Heads of Agreement dated January 14, 1998 between
Advanced Tissue Sciences Inc. and Smith & Nephew plc,
incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K dated January 14, 1998 filed with
the Securities and Exchange Commission by Advanced
Tissue Sciences, Inc.
Exhibit IX Heads of Agreement between Advanced Tissue Sciences,
Inc. and Smith & Nephew plc dated August 6, 1998,
incorporated by reference to Exhibit 10.1 to the Form
10-Q for the Quarter Ended June 30, 1998 filed with
the Securities and Exchange Commission by Advanced
Tissue Sciences, Inc.
Exhibit X U.S. $16,000,000 Loan Facility to DermEquip, L.L.C.
provided by the Chase Manhattan Bank dated August 12,
1997, incorporated by reference to Exhibit 10.1 to the
Form 10-Q for the Quarter Ended September 30, 1997
filed with the Securities and Exchange Commission by
Advanced Tissue Sciences, Inc.
Exhibit XI Term Sheet restructuring certain terms of the
Dermagraft Joint Venture, as amended and effective as
of September 2000 between Advanced Tissue Sciences,
Inc. and Smith & Nephew plc, incorporated by reference
to Exhibit 10.3 to the Form 10-Q for the Quarter Ended
September 30, 2000 filed with the Securities and
Exchange Commission by Advanced Tissue Sciences, Inc.
10
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, correct and complete.
/s/ James A. Ralston
----------------------------------------
Title: Vice President and Treasurer
----------------------------------
Dated: December 15, 2000
----------------------------------
11
<PAGE>
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS
OF
SMITH & NEPHEW PLC
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Name Position Address Citizenship
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Dudley Eustace Chairman Smith & Nephew plc British
Heron House
15 Adam Street
London
WC2N 6LA
-------------------------------------------------------------------------------------------------------------
Christopher J. O'Donnell Chief Executive Smith & Nephew plc British
Heron House
15 Adam Street
London
WC2N 6LA
-------------------------------------------------------------------------------------------------------------
Peter Hooley Finance Director Smith & Nephew plc British
Heron House
15 Adam Street
London
WC2N 6LA
-------------------------------------------------------------------------------------------------------------
Sir Anthony Cleaver Non-Executive Director AEA Technology plc British
15 Lower Regent Street
London
SW2Y 4LR
-------------------------------------------------------------------------------------------------------------
Sir Timothy Lankester Non-Executive Director School of Oriental and African British
Studies
Thornbough Street
Russell Square
London
WC1H 0XG
-------------------------------------------------------------------------------------------------------------
Warren Knowlton Non-Executive Director Pilkington North America, Inc. U.S.A
811 Madison Avenue
P.O. Box 799
Toledo, Ohio
43697 0799
-------------------------------------------------------------------------------------------------------------
Sir Brian Pearse Non-Executive Director Smith & Nephew plc British
Heron House
15 Adam Street
London
WC2N 6LA
-------------------------------------------------------------------------------------------------------------
Dr. Rolf Stomberg Non-Executive Director 22 Hill Street German
Mayfair
London
-------------------------------------------------------------------------------------------------------------
Michael G. Parson Company Secretary Smith & Nephew plc British
Heron House
15 Adam Street
London
WC2N 6LA
-------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
<TABLE>
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Larry W. Papasan (responsible for Smith & Nephew Orthopaedics U.S.A.
Orthopaedics 1450 Brooks Road
Memphis, TN 38116
-------------------------------------------------------------------------------------------------------------
Alan Suggett (responsible for Group Smith & Nephew British
Research & Development) Group Research Centre
York Science Park
Heslington
York
YO1 5DF
-------------------------------------------------------------------------------------------------------------
Ronald M. Sparks (responsible for Smith & Nephew Endoscopy U.S.A.
Endoscopy) 160 Danscomb Road
Andover, MA 01810
-------------------------------------------------------------------------------------------------------------
Paul M. Williams (responsible for Human Smith & Nephew plc British
Resources) Heron House
15 Adam Street
London
WC2N 6LA
-------------------------------------------------------------------------------------------------------------
Peter W. Huntley (responsible for Business Smith & Nephew plc Australian
Development) Heron House
15 Adam Street
London
WC2N 6LA
-------------------------------------------------------------------------------------------------------------
James L. Dick (responsible for Wound Smith & Nephew Wound British
Management) Management
P.O. Box 81
Hessle Road
Hull
HU3 2BN
-------------------------------------------------------------------------------------------------------------
James M. Taylor (responsible for Indirect Smith & Nephew plc British
Markets) Heron House
15 Adam Street
London
WC2N 6LA
-------------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
ANNEX B
EXECUTIVE OFFICERS AND DIRECTORS
OF
SMITH & NEPHEW HOLDINGS, INC.
<TABLE>
<CAPTION>
NAME POSITION ADDRESS CITIZENSHIP
---- -------- ------- -----------
<S> <C> <C> <C>
James A. Ralston Chairman of the Board, Smith & Nephew, Inc. U.S.A
President. 1450 Brooks Road
Memphis, TN 38116
Ron Sparks Director Smith & Nephew Endoscopy U.S.A
160 Danscomb Road
Andover, MA 01810
Tony Parish Assistant Secretary Smith & Nephew, Inc. U.S.A
1450 Brooks Road
Memphis, TN 38116
Larry Papasan Director Smith & Nephew Orthopaedics U.S.A
1450 Brooks Road
Memphis, TN 38116
</TABLE>
14
<PAGE>
ANNEX C
EXECUTIVE OFFICERS AND DIRECTORS
OF
SMITH & NEPHEW SNATS, INC.
<TABLE>
<CAPTION>
NAME POSITION ADDRESS CITIZENSHIP
---- -------- ------- -----------
<S> <C> <C> <C>
Lucy Fuller Director Smith & Nephew plc British
Heron House
15 Adam Street
London
WC2N 6LA
England
James A. Ralston Director, Vice President & Smith & Nephew, Inc. U.S.A
Treasurer 1450 Brooks Road
Memphis, TN 38116
Alan Suggett Chairman of the Board, President Smith & Nephew British
Group Research Centre
York Science Park
Heslington
York, YO1 5DF
England
Robert Lucas Secretary Smith & Nephew, Inc. U.S.A
1450 Brooks Road
Memphis, TN 38116
Tony Parish Assistant Secretary Smith & Nephew, Inc. U.S.A
1450 Brooks Road
Memphis, TN 38116
</TABLE>
15
<PAGE>
EXHIBIT INDEX
Exhibit I Agreement of Joint Filing, dated December 15, 2000.
Exhibit II Common Stock Purchase Agreement, dated January 14, 1998
between Advanced Tissue Sciences, Inc. and Smith & Nephew
SNATS, Inc., incorporated by reference to Exhibit 10.2 to
Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 14, 1998 by Advanced Tissue
Sciences, Inc.
Exhibit III Promissory Note between Advanced Tissue Sciences, Inc. and
Smith & Nephew SNATS, Inc., dated March 31, 1997,
incorporated by reference to Exhibit 10.1 to the Form 10-Q
for the Quarter Ended March 31, 1997 filed with the
Securities and Exchange Commission by Advanced Tissue
Sciences, Inc.
Exhibit IV Amendment to the Promissory Note between Advanced Tissue
Sciences, Inc. and Smith & Nephew SNATS, Inc., dated June
18, 1999, previously filed as Exhibit IV to the Schedule 13D
dated July 9, 1999, filed with the Securities and Exchange
Commission by Smith & Nephew Holdings, Inc., Smith & Nephew
SNATS, Inc., and Smith & Nephew plc.
Exhibit V Agreement between Advanced Tissue Sciences, Inc. and Smith &
Nephew plc dated May 6, 1994, incorporated by reference to
Exhibit 10.1 to the Form 10-Q for the Quarter Ended March
31, 1994 filed with the Securities and Exchange Commission
by Advanced Tissue Sciences, Inc.
Exhibit VI Heads of Agreement between Advanced Tissue Sciences, Inc.
and Smith & Nephew plc dated April 29, 1996, incorporated by
reference to Exhibit 10.1 to the Form 10-Q for the Quarter
Ended March 31, 1996 filed with the Securities and Exchange
Commission by Advanced Tissue Sciences, Inc.
Exhibit VII Promissory Note between Advanced Tissue Sciences, Inc. and
Smith & Nephew SNATS, Inc. dated June 11, 1997, incorporated
by reference to Exhibit 10.2 to the Form 10-Q for the
Quarter Ended June 30, 1997 filed with the Securities and
Exchange Commission by Advanced Tissue Sciences, Inc.
Exhibit VIII Heads of Agreement dated January 14, 1998 between Advanced
Tissue Sciences Inc. and Smith & Nephew plc, incorporated by
reference to Exhibit 10.1 to Current Report on Form 8-K
dated January 14, 1998 filed with the Securities and
Exchange Commission by Advanced Tissue Sciences, Inc.
16
<PAGE>
Exhibit IX Heads of Agreement between Advanced Tissue Sciences, Inc.
and Smith & Nephew plc dated August 6, 1998, incorporated by
reference to Exhibit 10.1 to the Form 10-Q for the Quarter
Ended June 30, 1998 filed with the Securities and Exchange
Commission by Advanced Tissue Sciences, Inc.
Exhibit X U.S. $16,000,000 Loan Facility to DermEquip, L.L.C. provided
by the Chase Manhattan Bank dated August 12, 1997,
incorporated by reference to Exhibit 10.1 to the Form 10-Q
for the Quarter Ended September 30, 1997 filed with the
Securities and Exchange Commission by Advanced Tissue
Sciences, Inc.
Exhibit XI Term Sheet restructuring certain terms of the Dermagraft
Joint Venture, as amended and effective as of September 2000
between Advanced Tissue Sciences, Inc. and Smith & Nephew
plc, incorporated by reference to Exhibit 10.3 to the Form
10-Q for the Quarter Ended September 30, 2000 filed with the
Securities and Exchange Commission by Advanced Tissue
Sciences, Inc.
17
<PAGE>
EXHIBIT I
---------
Agreement of Joint Filing
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, the undersigned agree
that the statement to which this exhibit is attached is filed on
behalf of each of them in the capacities set forth below.
Date: December 15, 2000
SMITH & NEPHEW PLC
By: /s/ Michael Parson
-----------------------------------
Name: Michael Parson
-----------------------------
Title: Company Secretary
-----------------------------
SMITH & NEPHEW HOLDINGS, INC.
By: /s/ James A. Ralston
-----------------------------------
Name: James A. Ralson
-----------------------------
Title: President
-----------------------------
SMITH & NEPHEW SNATS, INC.
By: /s/ James A. Ralston
-----------------------------------
Name: James A. Ralson
-----------------------------
Title: Vice President & Treasurer
-----------------------------
18
