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) April 18, 2000
OSTEOTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19278 13-3357370
(State or other jurisdiction (Commission file Number) (IRS
of incorporation) Identification No.)
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
On April 18, 2000, Osteotech, Inc. reported that it has reached an agreement
with GenSci Regeneration Laboratories, Inc., and its parent, GenSci Regeneration
Sciences Inc. ("GenSci") regarding several legal matters between the two
companies. They include the dismissal with prejudice of all of GenSci's patent
infringement claims against Osteotech and an agreement to stay any action in
GenSci's recently filed anti-trust suit against Osteotech until the completion
of the trial of Osteotech's patent infringement claims against GenSci. This
agreement is subject to court approval.
GenSci has voluntarily agreed to dismiss its patent infringement claims against
Osteotech's proprietary products Grafton(R) Demineralized Bone Matrix (DBM) Gel,
Flex and Putty. These claims were brought by GenSci more than two years ago in a
Federal Court in California. Significantly, the dismissal is with prejudice,
which means that GenSci cannot make any future claim that these products or any
minor reformulations of these products infringe the GenSci patents asserted in
this lawsuit.
GenSci has also agreed to dismiss all of the tort claims (tortious interference
with business expectancy, negligent interference with prospective economic
advantage, inducing breach of contract, and false advertising and
misrepresentation) that it had brought against Osteotech in the patent lawsuit
without prejudice for the purpose of allowing GenSci to transfer these claims to
the anti-trust action that GenSci filed against Osteotech on March 6, 2000. As a
result of these dismissals, GenSci will no longer have any claims against
Osteotech in the patent action. The only remaining claims in the patent action
involve Osteotech's allegations that GenSci has infringed certain Osteotech
patents through the sale of the Dynagraft(TM) Gel and Dynagraft(TM) Putty
products. The parties have further agreed that GenSci's recently filed antitrust
action against Osteotech will be stayed and no action will be taken in that
litigation until the completion of the trial in which Osteotech is pursuing its
patent claims against GenSci.
Certain information included in this report contains forward looking statements
made pursuant to the Private Securities Litigation Reform Act of 1995. Such
statements are based on assumptions that Osteotech 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, the
uncertainties involved in any litigation, including litigation involving the
enforcement of patents, and other factors which are detailed from time to time
in Osteotech's SEC filings, including Osteotech's Report on Form 10-K dated
December 31, 1999, incorporated herein by reference, for a description of such
factors.
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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: April 19, 2000
OSTEOTECH, INC.
(Registrant)
By: /s/ Michael J. Jeffries
-------------------------
MICHAEL J. JEFFRIES
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
