OSTEOTECH INC
8-K, 1999-02-23
MISC HEALTH & ALLIED SERVICES, NEC
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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 18, 1999

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



       Delaware                       0-19278                  13-3357370
(State or other jurisdiction  (Commission file Number)  (IRS Identification No.)
    of  incorporation)                                       


                    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)

<PAGE>


                              Item 5. Other Events


Osteotech,   Inc.   announced  that  its  Board  of  Directors  has  approved  a
three-for-two  split of the  Company's  common  stock in the form of a 50% stock
dividend.  The  dividend  will be  distributed  on or about  March  19,  1999 to
shareholders of record on March 5, 1999.  Upon  completion of the  distribution,
Osteotech  will  have   approximately   13.5  million  shares  of  common  stock
outstanding.  Fractional shares will not be issued pursuant to the split, but in
lieu of a  fractional  share,  cash will be paid based on the  closing  price of
Osteotech  stock as of the close of trading on March 5, 1999, as adjusted in the
stock split.  The Board of Directors has authorized this  distribution of common
stock with the intention of benefiting  shareholders by increasing the amount of
shares available for investment by a wider range of shareholders.

As a result of the split,  the number of shares of Common  Stock  covered by the
following registration statements will be proportionately increased as follows:

                               Registered Shares     Number of Shares Covered 
Registration Statement            Pre-Split                Post-Split
- ----------------------         -----------------     ------------------------
Form S-8                           818,624                 1,227,936
(File No. 333-64019)                                  
                                                      
Form S-8                           181,376                   272,064
(File No. 333-42383)                                  
                                                      
Form S-8                         1,593,885                 2,390,828
(File No. 33-44547)                                   
                                                      
Form S-8                         1,250,000                 1,875,000
(File No. 33-82782)                                   
                                                    

<PAGE>


                                   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: February 22, 1999

                                       OSTEOTECH, INC.           
                                         (Registrant)


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


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