- Current report filing (8-K)
November 16 2010 - 2:49PM
Edgar (US Regulatory)
UNITED STATES
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): November 16, 2010
Osteotech, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34612
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13-3357370
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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51 James Way
Eatontown, New Jersey
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07724
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(732) 542-2800
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Introductory Note
On November 16, 2010, Osteotech, Inc. (
Osteotech
) completed its merger with England Merger
Corporation (
Merger Sub
), a wholly owned direct subsidiary of Medtronic Sofamor Danek, Inc.
(
MSD
) and a wholly owned indirect subsidiary of Medtronic, Inc. (
Medtronic
), whereby Merger Sub
merged with and into Osteotech with Osteotech continuing as the surviving corporation and a wholly
owned subsidiary of Medtronic (the
Merger
). The Merger was effected pursuant to an Agreement and
Plan of Merger, dated as of August 16, 2010 (the
Merger Agreement
), among Osteotech, Medtronic,
MSD and Merger Sub, which was approved by Osteotechs stockholders at a special meeting held on
November 9, 2010. The events described below took place in connection with the consummation of the
Merger.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosures under the Introductory Note, Item 3.01, Item 3.03 and Item 5.01 hereof are
incorporated herein by reference.
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On November 16, 2010, Osteotech notified The NASDAQ Stock Market LLC (
NASDAQ
) of the
consummation of the Merger and that, pursuant to the Merger Agreement, each outstanding share of
common stock, par value $0.01 per share, of Osteotech (the
Osteotech Common Stock
) was converted
into the right to receive $6.50 in cash, without interest (the
Merger Consideration
). As a
wholly owned subsidiary of Medtronic, Osteotech no longer meets the listing requirements for
inclusion on the NASDAQ Global Market set forth in Rule 5315 of the NASDAQ Stock Market Rules. As
a result, on November 16, 2010, NASDAQ filed with the Securities and Exchange Commission (the
SEC
) a notification of removal from listing on Form 25 with respect to the Osteotech Common
Stock. Osteotech will file with the SEC a certification and notice of termination of registration
on Form 15, requesting that the Osteotech Common Stock be deregistered under Sections 12(b) and
12(g) of the Securities Exchange Act of 1934, as amended (the
Exchange Act
), and that the
reporting obligations of Osteotech under Sections 13 and 15(d) of the Exchange Act be suspended.
Item 3.03. Material Modification to Rights of Security Holders.
The Merger Agreement was approved by Osteotechs stockholders at the special meeting of
Osteotechs stockholders held on November 9, 2010, and the Merger was consummated on November 16,
2010.
Under the terms of the Merger Agreement, each outstanding share of Osteotech Common Stock was
converted into the right to receive the Merger Consideration.
Under the terms of the Merger Agreement, each option to purchase Osteotech Common Stock that
was outstanding as of the effective time of the Merger was canceled in exchange for the right to
receive in cash the amount, if any, by which the Merger Consideration exceeds the exercise price,
multiplied by the number of shares subject to such option. Each unvested restricted stock unit
that was outstanding immediately prior to the effective time of the Merger was, at such time,
canceled in exchange for the right to receive in cash the Merger Consideration.
Upon the effective time of the Merger, holders of Osteotech Common Stock immediately prior to
the effective time of the Merger ceased to have any rights as stockholders in Osteotech (other than
the right to receive the Merger Consideration).
The foregoing description of the Merger and the Merger Agreement is not complete and is
qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1
to Osteotechs Current Report on Form 8-K filed with the SEC on August 17, 2010 and is hereby
incorporated by reference.
Upon the effective time of the Merger, that certain Rights Agreement by and between Osteotech
and Registrar And Transfer Company, dated as of January 22, 2010, as amended August 16, 2010, was
automatically terminated in accordance with its terms and the Rights (as defined in the Rights
Agreement) issued thereunder were canceled.
Item 5.01. Changes in Control of Registrant.
As a result of the Merger, Merger Sub merged with and into Osteotech, with Osteotech
continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of
Medtronic. Accordingly, a change in control of Osteotech occurred pursuant to the Merger. The
total amount of Merger Consideration to be paid is approximately $123.6 million. The source of the
funds for the Merger is the available cash resources of Medtronic. The disclosures under the
Introductory Note, Item 3.01, Item 3.03 and Item 5.02 hereof are incorporated herein by reference.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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Pursuant to the terms of the Merger Agreement, upon the effectiveness of the Merger on
November 16, 2010, Messrs. Owusu-Akyaw, Fallon, Galliker, Laurencin, Palmisano and Shannon ceased
serving on the Board Directors of Osteotech and the following directors of Merger Sub immediately
prior to the effectiveness of the Merger became the directors of Osteotech: Gary L. Ellis, D.
Cameron Findlay and Doug A. Hoekstra.
Upon the effectiveness of the Merger on November 16, 2010, the officers of Osteotech were
replaced with the officers of Merger Sub immediately prior to the effectiveness of the Merger.
The officers of the surviving corporation are as follows: Christopher J. OConnell, President;
Gary L. Ellis, Vice President and Chief Financial Officer; D. Cameron Findlay, Vice President and
Secretary; Doug A. Hoekstra, Vice President and Controller; Philip J. Albert, Vice President; and
Keyna P. Skeffington, Assistant Secretary.
Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.
In connection with the Merger and pursuant to the terms of the Merger Agreement, the Restated
Certificate of Incorporation of Osteotech, as amended, was amended in its entirety to be
substantially identical to the certificate of incorporation of Merger Sub in effect as of the
effective time of the Merger, but with the name of the surviving corporation amended as Osteotech,
Inc. In connection with the Merger and pursuant to the terms of the Merger Agreement, the bylaws
of Merger Sub became the bylaws of the surviving corporation. Copies of Osteotechs certificate of
incorporation and bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No
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Description
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2.1
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Agreement and Plan of Merger among
Medtronic, Inc., Medtronic Sofamor Danek, Inc., England Merger
Corporation and Osteotech, Inc. dated as of August 16, 2010 (incorporated herein by reference to
Exhibit 2.1 to Osteotech, Inc.s Current Report on Form 8-K
filed on August 17, 2010).
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3.1
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Amended and Restated Certificate of Incorporation of Osteotech, Inc.
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3.2
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Bylaws of Osteotech, Inc.
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SIGNATURE
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.
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Date: November 16, 2010
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OSTEOTECH, INC.
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By:
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/s/ Gary L. Ellis
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Gary L. Ellis
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Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No
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Description
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2.1
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Agreement and Plan of Merger among
Medtronic, Inc., Medtronic Sofamor Danek, Inc., England Merger
Corporation and Osteotech, Inc. dated as of August 16, 2010
(incorporated herein by reference to Exhibit 2.1 to Osteotech,
Inc.s Current Report on Form 8-K filed
on August 17, 2010).
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3.1
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Amended and Restated Certificate of Incorporation of Osteotech, Inc.
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3.2
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Bylaws of Osteotech, Inc.
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