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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): FEBRUARY 15, 2000
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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 February 15, 2000, the Registrant publicly disseminated a press release
announcing that the Registrant will merge with two private companies, Ontogeny,
Inc., and Reprogenesis, Inc., to form a new public company known as Curis, Inc.
Under the terms of the merger, which is subject to shareholder and regulatory
approval, the Registrant's shareholders will receive three shares of Curis
common stock for every ten shares of Creative BioMolecules. Following completion
of the transaction, the Registrant's shareholders will hold approximately 43%,
Ontogeny's shareholders will hold approximately 38% and Reprogenesis'
shareholders will hold approximately 19% of Curis. The merger is expected to
close in June 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 The Registrant's Press Release dated February 15, 2000.
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.
(Registrant)
Date: February 15, 2000 /s/ CHERYL K. LAWTON
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Cheryl K. Lawton
General Counsel and Vice President,
Administration and Secretary
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EXHIBIT INDEX
EXHIBIT
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99.1 The Registrant's Press Release dated February 15, 2000
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Commission File No.: 000-19910
Exhibit 99.1
CURIS, INC. TO BE FORMED BY THE MERGER OF THREE BOSTON BIOTECHNOLOGY COMPANIES
-- Creative BioMolecules, Ontogeny and Reprogenesis Create the
Regenerative Medicine Company of the Future--
CAMBRIDGE AND HOPKINTON, MA -- February 15, 2000 -- Creative BioMolecules, Inc.
(NASDAQ: CBMI), Ontogeny, Inc. and Reprogenesis, Inc. announced today that they
will merge to form Curis, Inc. The combination of these companies will create a
leader in the emerging field of regenerative medicine. Following the close of
the transaction, Curis will have:
o a product which is currently under regulatory review in the United States,
Europe and Australia;
o multiple products in late-stage clinical development;
o numerous early clinical and late-stage pre-clinical products; and
o a discovery engine that combines functional genomics and developmental biology
across multiple medical indications.
These products have the potential to change the way degenerative disease, cancer
and other disorders associated with loss of function are treated.
Curis' near-term commercial opportunities will include the OP-1 Implant(TM)
family of products which are being developed by Stryker Corporation for
orthopaedic reconstruction. The first product has been submitted for marketing
approval in the United States, Europe and Australia. Additional clinical trials
are ongoing to broaden the OP-1 Implant's(TM) use in the areas of fresh
fractures, spinal fusion and periodontal disease. Curis' lead internal products
will be in the treatment of urological disorders. Chondrogel(TM), for the
treatment of vesicoureteral reflux--a serious pediatric urological disorder--is
in a pivotal Phase III trial. Additional tissue engineered products are also
under clinical evaluation. Curis' pre-clinical pipeline will include products
that treat cardiovascular disease, stroke and skin cancer. The discovery engine
has identified product opportunities in diabetes, peripheral neuropathy and hair
growth. These product
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opportunities demonstrate how Curis will be a solution to the challenge of
extracting value from the data being created by the human genome program.
Under the terms of the merger, which is subject to shareholder and regulatory
approval, Creative BioMolecules' shareholders will receive three Curis shares
for every ten shares of Creative BioMolecules. Following completion of the
transaction, Creative BioMolecules' shareholders will hold approximately 43%,
Ontogeny's shareholders will hold approximately 38% and Reprogenesis'
shareholders will hold approximately 19% of Curis. Based upon the closing sales
price of Creative BioMolecules on February 14, 2000, Curis would have a market
capitalization of approximately $600 million. The merger is expected to close in
June 2000.
"Curis will be positioned to identify and successfully commercialize therapeutic
opportunities derived from the human genome program," said Doros Platika, MD,
president and chief executive officer of Ontogeny who will serve as president
and chief executive officer of Curis. "The technologies at Curis will represent
a powerful system to identify target genes that may restore function through
repair and regeneration. Curis' technology platform has already identified
protein, small molecule and stem cell product opportunities. The Company is
further backed by leading corporate partners and sustainable financial strength,
including near-term product revenue opportunities."
"By combining a powerful discovery engine with a late-stage product pipeline,
this merger is the best way to build a sustainable business that will provide
significant value to our shareholders," commented Michael M. Tarnow, president
and chief executive officer of Creative BioMolecules. "Curis' products and
product opportunities will address unmet needs in major therapeutic areas."
"Curis' late-stage work in the urology field provides the opportunity for the
Company to develop a proprietary sales and marketing organization," said Daniel
R. Omstead, Eng.ScD., president and chief executive officer of Reprogenesis.
"Curis' development pipeline will continue to add meaningful therapies which
will be pursued on a
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proprietary basis or in conjunction with major corporate partners."
Regenerative medicine seeks to recreate conditions that support the growth of
cells and tissue to repair or regenerate tissue that is lost due to trauma or
degenerative disease. Combining insight gained through the study of
developmental biology with high-throughput screening capabilities and
biocompatible materials enables the development of cell therapies, orthopaedic
implants, protein and growth factor therapeutics and small molecule compounds.
These therapies are designed to treat the underlying cause of degenerative
disease by replacing lost function.
Creative BioMolecules, Inc. is a biopharmaceutical company focused on the
development of therapies for human tissue regeneration. The Company's core
technologies are based on our understanding of the role that morphogenic
proteins play in human biology. These proteins are involved in the initiation
and regulation of the cellular events responsible for the formation of human
tissues and organs. The first product resulting from Creative BioMolecules'
technology, the OP-1 Implant(TM) for orthopaedic reconstruction, is licensed to
Stryker Corporation and is under regulatory review for approval in the United
States, Europe and Australia.
Ontogeny, Inc., located in Cambridge, Massachusetts is a privately-held company
whose mission is to become the preeminent biopharmaceutical company focused on
translating developmental biology insights into regenerative medicine therapies
that will significantly improve the quality of life by activating the body's
ability to repair and regenerate, or to specifically control abnormal and
malignant growth. The Company is developing therapeutics for neurological
diseases including Parkinson's and Alzheimer's diseases, diabetes and
dermatological disorders including skin cancer and hair growth.
Reprogenesis, Inc., located in Cambridge, Massachusetts, is a privately held
biotechnology company which intends to be the leader in the development of
tissue engineered therapies to treat unmet medical needs. The Company has
proprietary technology utilizing the combination of cells and biomaterials to
restore, repair or replace lost tissue or physiological function. The Company
has a broad preclinical and clinical pipeline of products in the areas of
urology, cardiovascular biology and plastic and reconstructive surgery.
ChondrogelTM is its most advanced product. This product is in a Phase III
clinical trial and is used to treat vesicoureteral reflux, a congenital
urological disorder that affects 1% of all children.
The statements in this press release that are not historical facts are
forward-looking statements that involve risks and uncertainties including,
without limitation, risks associated with the inherent uncertainty of
pharmaceutical research, product development, regulatory approval and
commercialization, the impact of competitive products,
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patents, patent litigation, product liability, third party reimbursement,
required stockholder approvals and other risks and uncertainties associated with
the biotechnology industry and merger transactions generally. For additional
factors that could cause actual results to differ materially, please refer to
the risk factors section of Creative BioMolecules, Inc.'s Form 10K for the year
ended 1998.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION TRANSACTION REFERENCED
IN THE FOREGOING INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. SUCH JOINT PROXY STATEMENT/PROSPECTUS WILL BE FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION BY CURIS, INC. INVESTORS AND SECURITY MAY
OBTAIN A FREE COPY OF THE JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND
OTHER DOCUMENTS FILED BY CURIS, INC. AT THE COMMISSION'S WEB SITE AT
WWW.SEC.GOV. THE JOINT PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS MAY
ALSO BE OBTAINED DIRECTLY FROM CREATIVE BIOMOLECULES, INC., ONTOGENY, INC. AND
REPROGENESIS, INC.
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Contact:
Karla MacDonald
Manager, Corporate Communications
Steven L. Basta
VP, Finance and Business Development
Creative BioMolecules, Inc.
101 Huntington Ave.
Suite 2400
Boston, MA 02199
Tel.: 617.912.2953
Fax: 617.912.2994
http://www.creativebio.com
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