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 26, 1998
OSTEOTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19278 13-3357370
(State or other jurisdiction (Commission (IRS EMPLOYER
or incorporation) File Number) Identification)
51 James Way, Eatontown, New Jersey 07724
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (732) 542-2800
(Former name or former address, if changed since last report)
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Item 5. Other Events
Osteotech, Inc. (the "Company") announced on June 26, 1998 that its Board
of Directors had authorized the repurchase and retirement of up to $5 million of
the Company's common stock through open market purchases which will be made from
time to time as market conditions allow. There were approximately 8,860,832
shares of common stock issued and outstanding as of May 31, 1998.
Osteotech announced on July 2, 1998 that it will acquire a majority
interest in OST Developpement SA, ("OST") a subsidiary of Transphyto SA of
Clermont-Ferrand, France, in a two step transaction. On June 25, 1998, Osteotech
acquired a 5% interest in OST, and will acquire an additional 85% interest no
later than March 1999, provided that certain milestones are achieved by OST. The
aggregate cost of the transaction will be FF 9,000,000 (about $1.5 million at
current exchange rates). The acquisition will not be dilutive to Osteotech in
1998, and is expected to contribute about $4 million in revenues and be
accretive to net income in 1999. The agreement also provides for the future
purchase by Osteotech of the remaining 10% of OST at a price to be determined at
the time of the acquisition of the remaining shares.
OST, a unit of the privately held drug development company, Transphyto SA,
was founded to address the shortage of safe and effective allograft tissue in
France and certain other countries outside the United States. OST initially
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developed a proprietary processing system to produce LUBBOC(R) and LADDEC(R)
bovine bone grafts for orthopaedic and dental use, respectively. OST received a
CE Mark for each of these biocompatible grafts and for the validated viral
inactivation process used to produce them, and it has been using the same
processing technology to develop an automated system to cost effectively process
human allograft tissue. It recently concluded a long term agreement with a
French tissue bank, OsteoBanque D'Auvergne, in which the tissue bank receives
donated tissue and OST provides tissue processing, logistical support and
distribution services.
Certain statements made herein that are not historical facts, contain
forward-looking statements (as such are defined in the Private Securities
Litigation Reform Act of 1995) regarding the Company's future plans, objectives
and expected performance. All such forward-looking statements are based on
assumptions that the Company believes are reasonable, but are subject to a
wide-range of risks and uncertainties and, therefore, there can be no assurance
that actual results may not differ materially from those expressed or implied by
such forward-looking statements. Factors that could cause actual results to
differ materially include, but are not limited to, differences in anticipated
and actual product and service introductions dates, the ultimate success of
those products and services in the market place, the continued acceptance and
growth of current products and services, the impact of competitive products and
services and the success of cost control and margin improvement efforts, and
other factors detailed from time to time in the Company's
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periodic reports and exhibits thereto (including the Annual Report on Form 10-K
for the year ended December 31, 1997 and the Form 10-Q for the period ended
March 31, 1998) filed with the Securities and Exchange Commission.
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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 15, 1998
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)
