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) June 30, 1997
OSTEOTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19278 13-3357370
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification)
51 James Way, Eatontown, New Jersey 07724
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 542-2800
(Former name or former address, if changed since last report)
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Item 5. Other Events
HC Implants, B.V., the wholly owned subsidiary of Osteotech, Inc. (the
"Registrant"), has entered into an exclusive, worldwide licensing and option
agreement (the "Agreement") for its proprietary PolyActive(TM) polymer
biomaterial technology and patents with Matrix Medical BV, The Netherlands, a
developer of hybrid technology for tissue replacement. Terms of the Agreement
call for the Registrant to receive an upfront payment of 500,000 Dutch Guilders
("dfl" or approximately $250,000 at current exchange rates) and two additional
payments of 250,000 dfl (approximately $125,000 at current exchange rates) each
on the first and second anniversary of the effective date of the Agreement.
Pursuant to the Agreement, Matrix Medical was granted an option (the "Option")
to acquire the PolyActive technology for 4 million dfl (approximately $2 million
at current exchange rates) commencing in the third year of the Agreement and
extending through the sixth year of the Agreement.
Throughout the term of the Agreement, which is the longer of ten years from the
first commercial sales of product or the life of the patents, the Registrant
will receive a royalty of 5% of net sales, declining to 2% of net sales if the
Option is exercised. Further, the Agreement requires Matrix Medical to achieve
certain milestones during the first three years of the Agreement. Failure to do
so will result in its loss of exclusive rights to the patents and technology.
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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.
Dated: July 7, 1997
OSTEOTECH, INC.
(Registrant)
By:/s/MICHAEL J. JEFFRIES
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Michael J. Jeffries
Executive Vice President, Chief
Operating Officer and Chief
Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
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