<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EXOGEN, INC.
(Name of Issuer)
Common Shares, $.0001 Par Value
(Title of Class of Securities)
302092 10 1
(CUSIP Number)
Robert A. Lucas
Smith & Nephew Holdings, Inc.
1450 Brooks Road
Memphis, TN 38116
(901) 396-2121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 10, 1998
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [_]
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 12 Pages)
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 302092 10 1 PAGE 2 OF 12 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Smith & Nephew Holdings, Inc. 51-0377156
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 820,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 820,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
820,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 302092 10 1 PAGE 3 OF 12 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Smith & Nephew PLC
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England and Wales
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 820,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 820,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
820,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
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<PAGE>
CUSIP NO. 302092 10 1 13D Page 4 of 12 Pages
This Schedule 13D filed jointly by Smith & Nephew plc ("Parent") and Smith &
Nephew Holdings, Inc. ("S&N") relates to the common stock, par value $.0001
per share ("Exogen Common Stock") of Exogen, Inc., a Delaware corporation
("Exogen"), and is being filed pursuant to Rule 13D-1 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")
Item 1. Security and Issuer.
This statement relates to the Exogen Common Stock. Exogen is a Delaware
corporation, the principal executive offices of which are located at 10
Constitution Avenue, Piscataway, NJ 08855
Item 2. Identity and Background.
This Statement is being filed by the Parent and by S&N.
The Parent is a corporation incorporated under the laws of England and
Wales. Its principal executive offices are located at 2 Temple Place, London,
England WC2R 3BP. It is engaged in the medical and healthcare business.
S&N, an indirect wholly owned subsidiary of Parent, is a corporation
incorporated under the laws of Delaware. Its principal executive offices are
located at One Commerce Square, 1201 N. Orange Street, Suite 788, Wilmington,
Delaware 19801-1119. It is a holding company.
Annex A, attached hereto and incorporated by reference, sets forth the
name, residence or business address, present principal occupation or
employment and citizenship of each executive officer and of each director of
Parent.
Neither Parent nor any of the persons listed in Annex A has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Neither Parent nor any of the persons listed on Annex A has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding been or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to such
laws.
Annex B, attached hereto and incorporated by reference, sets forth the
name, residence or business address, present principal occupation or
employment and citizenship of each executive officer and of each director of
S&N.
<PAGE>
CUSIP NO. 302092 10 1 13D Page 5 of 12 Pages
Neither S&N nor any of the persons listed in Annex B has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Neither S&N nor any of the persons listed on Annex B has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to Federal or State securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Stock Purchase Agreement dated August 10, 1998 (the
"Agreement") among S&N and Exogen, S&N acquired the Exogen Common Stock for
$4,100,000 purchase price obtained from working capital.
Item 4. Purpose of Transaction.
The purpose of acquiring the shares is for investment.
Item 5. Interest in Securities of the Issuer.
Eight Hundred Twenty Thousand (820,000) shares of Exogen Common Stock
were acquired by S&N from Exogen representing approximately 6.5% of the
12,702,718 issued and outstanding shares. S&N has the option to acquire
additional shares of Exogen Common Stock in an amount equal to the difference
between (A) the number of shares of Exogen Common Stock equal to 19% of the
number of shares issued and outstanding at the time the option is exercised
(after giving effect to the number of shares issuable upon exercise of the
option) and (B) 820,000. The option to purchase additional shares is
exercisable only if S&N exercises an option to enter into a Global Stocking
Distribution Agreement with Exogen no later than August 10, 2001 and would
remain exercisable for a period of two years after exercise of the option to
enter into such an agreement.
The number of shares of Exogen Common Stock as to which S&N has:
(i) sole power to vote or direct the vote is 820,000 shares;
(ii) shared power to vote or to direct the vote is 0 shares;
(iii) sole power to dispose or to direct the disposition is 820,000;
and
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CUSIP NO. 302092 10 1 13D Page 6 of 12 Pages
(iv) shared power to dispose or direct the disposition is 0.
No other transactions in Exogen Common Stock were effected by Parent or
S&N within the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The following contracts were executed concurrently with the acquisition
of the securities: a Master Agreement between Exogen and Smith & Nephew, Inc.
(a wholly-owned subsidiary of S&N); Common Stock Purchase Agreement between
Exogen and S&N; United States Sales Representative Agreement between Exogen
and Smith & Nephew, Inc. relating to the sale of Exogen's products in the
United States; License Agreement between Exogen and Smith & Nephew, Inc. (all
of which are filed as Exhibits to Exogen's 8K Report dated August 11, 1998);
and other transactional documents between Exogen and S&N or Smith & Nephew,
Inc.
The Master Agreement between Exogen and Smith & Nephew, Inc. provides
for the following options and rights: right to acquire additional shares of
Exogen Common Stock as described under Item 5; right of first negotiation for
future arrangements with respect to certain products; and right of first
negotiation for the purchase of substantially all of the assets of Exogen or
the merger, consolidation, recapitalization, issuance of shares of capital
stock or other transaction, as a result of which the shareholders of Exogen
immediately prior to the transaction would own less than a majority of the
voting securities of the surviving entity after the transaction; right to
convert the Sales Representative Agreement for the Untied States to a Stocking
Distribution Agreement for the United States; right to enter into a Global
Stocking Distribution Agreement; and right of first negotiation to enter into
Stocking Distribution Agreements for individual countries. Most of the
foregoing rights and options can only be exercised upon the satisfaction of
certain conditions. The Master Agreement also provides, among other things,
that until the earlier of August 1, 2008 or termination of the Master
Agreement and all agreements contemplated thereby, and except as specifically
provided for in the Master Agreement, without the prior written approval of
Exogen's board of directors, Smith & Nephew, Inc. will not (i) acquire any
Exogen Common Stock (or securities exchangeable, convertible or exercisable
therefor) other than as contemplated in the Master Agreement and other than
securities issued as dividends on shares of Exogen Common Stock purchased by
S&N pursuant to the Master Agreement; (ii) commence a tender offer for more
than 20% of the then outstanding shares of Exogen Common Stock; or (iii) make
any public announcement relating to (i)or (ii) above; provided, that the
foregoing shall not be applicable in the event that any person or persons
acting in concert not affiliated with Smith & Nephew, Inc. (as defined in the
regulations under the Securities Exchange Act of 1934) (A) acquires or makes a
tender offer for outstanding Common Stock of Exogen equal to or greater than
20% of the outstanding shares of Exogen Common Stock (other than in an
underwritten public offering) or (B) indicates publicly its intention to
effect such a transaction.
<PAGE>
CUSIP NO. 302092 10 1 13D Page 7 of 12 Pages
Item 7. Material to be Filed as Exhibits.
Exhibit I - Agreement of Joint Filing
Exhibit II - Master Agreement, dated August 10, 1998 between
Exogen, Inc. and Smith & Nephew, Inc. (1)
Exhibit III - Common Stock Purchase Agreement dated August 10,
1998 between Exogen, Inc. and Smith & Nephew
Holdings, Inc. (1)
Exhibit IV - United States Sales Representative Agreement dated
August 10, 1998 between Exogen, Inc. and Smith &
Nephew, Inc. (1)
Exhibit V - License Agreement dated August 10, 1998 between
Exogen, Inc. and Smith & Nephew, Inc. (1)
(1) Incorporated by reference to exhibit to Current Report on
Form 8-K filed with the Securities and Exchange Commission
on September 23, 1998 by Exogen, Inc. (File No. 0-26154)
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, correct
and complete.
/s/ P. David Southworth
-----------------------
Title: President
Dated: December 18, 1998
<PAGE>
CUSIP NO. 302092 10 1 13D Page 8 of 12 Pages
ANNEX A
-------
EXECUTIVE OFFICERS AND DIRECTORS
OF
SMITH & NEPHEW PLC
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Name Position Address Citizenship
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John H. Robinson Chairman Smith & Nephew plc British
2 Temple Place
Victoria Embankment
London
WC2R 3BP
- ------------------------------------------------------------------------------------------
Christopher J. O'Donnell Chief Executive Smith & Nephew plc British
2 Temple Place
Victoria Embankment
London
WC2R 3BP
- ------------------------------------------------------------------------------------------
Jack R. Blair Executive Director Smith & Nephew, Inc. USA
(responsible for 1450 Brooks Road
America Memphis
and Japan) Tennessee 38116
USA
- ------------------------------------------------------------------------------------------
Alan R. Fryer Executive Director Smith & Nephew Europe British
(responsible for UK, Alum Rock Road
Europe and Africa) Birmingham
B8 3DZ
- ------------------------------------------------------------------------------------------
Peter Hooley Finance Director Smith & Nephew plc British
2 Temple Place
Victoria Embankment
London
WC2R 3BP
- ------------------------------------------------------------------------------------------
Sir Anthony Cleaver Non-Executive Director AEA Technology plc British
15 Lower Regent Street
London
SW2Y 4 LR
- ------------------------------------------------------------------------------------------
Sir Timothy Lankester Non-Executive Director School of Oriental and British
African Studies
Thornbough Street
Russell Square
London
WC1H 0XG
- ------------------------------------------------------------------------------------------
Dr. Nancy Lane Non-Executive Director Dept. of Zoology, British
University of Cambridge
Downing Street
Cambridge
CB23EJ
- ------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP NO. 302092 10 1 13D Page 9 of 12 Pages
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Name Position Address Citizenship
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sir Brian Pearse Non-Executive Smith & Nephew plc British
Director 2 Temple Place
Victoria Embankment
London
WC2R 3BP
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Dr. Rolf Stomberg Non-Executive Director 22 Hill Street German
Mayfair
London
- ------------------------------------------------------------------------------------------------
Pierre J. Neethling (responsible for Asia Smith & Nephew Ptc Ltd South African
and 112 Lavender Street
Australasia) #03-00 Chuan Building
Singapore 338728
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Michael G. Parson Company Secretary Smith & Nephew plc British
2 Temple Place
Victoria Embankment
London
WC2R 3BP
- ------------------------------------------------------------------------------------------------
Alan Suggett (responsible for Group Smith & Nephew British
Research & Development) Group Research Centre
York Science Park
Heslington
York
YO1 5DF
- ------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP NO. 302092 10 1 13D Page 10 of 12 Pages
ANNEX B
-------
EXECUTIVE OFFICERS AND DIRECTORS
OF
SMITH & NEPHEW HOLDINGS, INC.
<TABLE>
<CAPTION>
NAME POSITION ADDRESS CITIZENSHIP
- ---- -------- ------- -----------
<S> <C> <C> <C>
David Southworth President, Director 1650 Brooks Road British
Memphis, TN 38116
Ron Sparks Vice President, 160 Dascomb Road U.S.A.
Secretary, Treasurer, Andover, MA 01810
Director
Cliff Lomax Assistant Secretary 1650 Brooks Road U.S.A.
Memphis, TN 38116
Larry Bobiak General Manager 1201 N. Orange Street U.S.A.
Suite 788
Wilmington, DE 19801
</TABLE>
<PAGE>
CUSIP NO. 302092 10 1 13D Page 11 of 12 Pages
EXHIBIT INDEX
-------------
Exhibit I - Agreement of Joint Filing
Exhibit II - Master Agreement, dated August 10, 1998 between
Exogen, Inc. and Smith & Nephew Holdings, Inc. (1)
Exhibit III - Common Stock Purchase Agreement dated August 10,
1998 between Exogen, Inc. and Smith & Nephew
Holdings, Inc. (1)
Exhibit VI - United States Sales Representative Agreement dated
August 10, 1998 between Exogen, Inc. and Smith &
Nephew, Inc. (1)
Exhibit V - License Agreement dated August 10, 1998 between
Exogen, Inc. and Smith & Nephew, Inc. (1)
(1) Incorporated by reference to exhibit to Current Report on Form
8-K filed with the Securities and Exchange Commission on
September 23, 1998 by Exogen, Inc. (File No. 0-26154)
<PAGE>
CUSIP NO. 302092 10 1 13D Page 12 of 12 Pages
EXHIBIT I
---------
Agreement of Joint Filing
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
Date: December 14, 1998 SMITH & NEPHEW PLC
By: /s/ Michael G. Parson
---------------------
Name: Michael G. Parson
Title: Company Secretary
SMITH & NEPHEW HOLDINGS, INC.
By: /s/ P. David Southworth
-----------------------
Name: P. David Southworth
Title: President
