OSTEOTECH INC
10-K/A, 1997-05-06
MISC HEALTH & ALLIED SERVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------
                                   FORM 10-K/A

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934
                                -----------------

                   For the fiscal year ended December 31, 1996
                         Commission File number 0-19278
                            ----------------- -------

                                 OSTEOTECH, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                             13-3357370
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                             Identification No.)

51 James Way, Eatontown, New Jersey                           07724
- -------------------------------------------------------------------
(address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code: (908) 542-2800

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 Par Value
                                (Title of class)

                         Preferred Stock Purchase Rights
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

     The aggregate  market value of the Common Stock,  par value $.01 per share,
held by  non-affiliates  based upon the  reported  last sale price of the Common
Stock on March 3, 1997 was approximately $60,079,950.

     As of March 3, 1997, there were 7,909,787 shares of Common Stock, par value
$.01 per share, outstanding.

     The Index to Exhibits appears on page E-1.


                       Documents Incorporated by Reference

      The registrant's definitive 1997 Proxy Statement which will be filed
pursuant to Regulation  14A is  incorporated  by reference into Part III of this
Annual Report on Form 10-K.


<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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.

Dated:  May 5, 1997
                                                              OSTEOTECH, INC.


                                                      By: /s/MICHAEL J. JEFFRIES
                                                             Michael J. Jeffries
                                                                  Executive Vice
                                                                President, Chief
                                                              Operating Officer,
                                                         Chief Financial Officer
                                                            (Principal Financial
                                                           Officer and Principal
                                                            Accounting Officer),
                                                          Secretary and Director

   

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary financial  information  extracted from Osteotech,
Inc.'s Balance Sheet as of December 31, 1996 and its  Consolidated  Statement of
Operations for the twelve months ended December 31, 1996 and is qualified in its
entirety by reference to such financial statements.                        
</LEGEND>
<CIK>                                       0000874734
<NAME>                                  Osteotech, Inc.
       
<S>                             <C>
<PERIOD-TYPE>                                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996            
<PERIOD-END>                               DEC-31-1996                        
<CASH>                                      $7,290,000                          
<SECURITIES>                                 1,987,000              
<RECEIVABLES>                                6,443,000  
<ALLOWANCES>                                   163,000
<INVENTORY>                                    729,000
<CURRENT-ASSETS>                            19,931,000   
<PP&E>                                      15,386,000   
<DEPRECIATION>                               7,216,000 
<TOTAL-ASSETS>                              31,483,000   
<CURRENT-LIABILITIES>                        7,658,000
<BONDS>                                        840,000
                                0
                                          0
<COMMON>                                        78,000
<OTHER-SE>                                  30,175,000  
<TOTAL-LIABILITY-AND-EQUITY>                31,483,000  
<SALES>                                      2,481,000  
<TOTAL-REVENUES>                            34,895,000   
<CGS>                                        2,414,000 
<TOTAL-COSTS>                               33,146,000   
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                17,000 
<INTEREST-EXPENSE>                             232,000
<INCOME-PRETAX>                              2,020,000 
<INCOME-TAX>                                 2,344,000     
<INCOME-CONTINUING>                           (324,000) 
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (324,000) 
<EPS-PRIMARY>                                     (.04)
<EPS-DILUTED>                                     (.04)
                                               


</TABLE>


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