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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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 10, 1999
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CREATIVE BIOMOLECULES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19910 94-2786743
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
45 SOUTH STREET, HOPKINTON, MASSACHUSETTS 01748
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (508) 782-1100
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ITEM 5. OTHER EVENTS.
On May 10, 1999, the Registrant publicly disseminated a press
release announcing the repurchase of its Series 1998/A Preferred Stock for
approximately $22.5 million in cash. As a result of the repurchase, the
outstanding balance of 20,486 shares of the Series 1998/A Preferred Stock was
retired on May 7, 1999. The Registrant had issued and sold 25,000 shares of
Series 1998/A Preferred Stock with a stated value of $1,000 per share on May 27,
1998 pursuant to a private placement with three institutional investors. The
Series 1998/A Preferred Stock was convertible into the number of shares of
Common Stock, equal to the stated value plus accretion of 5% per annum divided
by the applicable Conversion Price. Prior to the repurchase transaction, the
Preferred holders had converted a total of 4,514 shares of Series 1998/A
Preferred Stock into Common Stock. There will be no subsequent conversions of
Series 1998/A Preferred Stock into Common Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 The Registrant's Press Release dated May 10, 1999.
2
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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 hereunto duly authorized.
CREATIVE BIOMOLECULES, INC.
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(Registrant)
Date: May 14, 1999 /s/ Cheryl K. Lawton
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Cheryl K. Lawton
General Counsel and Vice President, Administration
and Secretary
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EXHIBIT 99.1
CONTACT: Karla MacDonald Manager, Corporate Communications
Creative BioMolecules, Inc. (617) 912-2953
Steven L. Basta, VP, Finance and Business Development
Creative BioMolecules, Inc. (617) 912-2950
CREATIVE BIOMOLECULES REPURCHASES CONVERTIBLE PREFERRED FINANCING
Hopkinton, MA, May 10, 1999-Creative BioMolecules, Inc. (Nasdaq: CBMI) today
announced that it has repurchased, for approximately $22.5 million, the
outstanding balance of the Series 1998/A Preferred Stock issued on May 27, 1998.
As a result of this transaction, the Series 1998/A Preferred Stock has been
retired and there will be no subsequent conversions into Common Stock.
"Following the sale of OP-1 device manufacturing rights and assets to Stryker in
November 1998 and subsequent financial management, the Company has substantially
reduced its burn rate and increased its available cash. As a result, we are in a
position to repurchase this instrument and eliminate future conversions at low
stock prices, while maintaining an adequate cash balance to execute our
corporate strategy," commented Michael M. Tarnow, President and CEO of Creative
BioMolecules.
Following the repurchase, Creative has $28 million in cash and marketable
securities. The Company has projected a net loss of approximately $9 million for
the remaining three quarters of 1999.
Hambrecht & Quist LLC assisted the Company in consideration of this repurchase.
Creative BioMolecules, Inc. is a leader in the understanding of tissue formation
and repair through the activity of morphogenic proteins. This technology has
demonstrated clinical success in bone-repair applications developed with
Stryker, and has shown preclinical efficacy in several soft tissue applications,
including injury or disease of the central nervous system, kidneys and other
major organs.
This news release includes forward-looking statements that involve risks and
uncertainties. Factors which could cause actual results to differ from the
Company's expectations include, without limitation, the course of the research
and development programs, including the achievement of development milestones by
the Company and/or its partner, the inability to partner programs, the
initiation, progress and completion of clinical testing, the impact of
competitive products, the timely receipt of regulatory clearances required for
clinical testing, manufacturing and marketing of products and the other risks
and uncertainties detailed from time to time in the Company's periodic reports.
NOTE: Creative BioMolecules, Inc. makes available its latest new releases on the
Internet at http://www.creativebio.com.
