-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CPuDh4jFueEQPGKhqBol/zQmeLqr6Eo45hh9QgJVPaq2/gA2hYERdqQTHIhSEwu7 WJUwksY7twpnUAhQbUa4ng== 0000929638-09-001584.txt : 20091124 0000929638-09-001584.hdr.sgml : 20091124 20091124160347 ACCESSION NUMBER: 0000929638-09-001584 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091124 DATE AS OF CHANGE: 20091124 GROUP MEMBERS: ABORN, FOSTER L. GROUP MEMBERS: RICE, JAMES F. GROUP MEMBERS: WHITE, JOHN F. GROUP MEMBERS: WOLFE, KENNETH L. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSTEOTECH INC CENTRAL INDEX KEY: 0000874734 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 133357370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42099 FILM NUMBER: 091204963 BUSINESS ADDRESS: STREET 1: 51 JAMES WAY CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 7325422800 MAIL ADDRESS: STREET 1: 51 JAMES WAY CITY: EATONTOWN STATE: NJ ZIP: 07724 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kairos Partners III Limited Partnership CENTRAL INDEX KEY: 0001322608 IRS NUMBER: 522443665 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 600 LONGWATER DRIVE STREET 2: SUITE 204 CITY: NORWELL STATE: MA ZIP: 02061 BUSINESS PHONE: 781-635-1100 MAIL ADDRESS: STREET 1: 600 LONGWATER DRIVE STREET 2: SUITE 204 CITY: NORWELL STATE: MA ZIP: 02061 SC 13D 1 sch13d_osteotech.htm

 

                       UNITED STATES

                             SECURITIES AND EXCHANGE COMMISSION

        Washington, DC 20549

OMB APPROVAL

OMB Number: 3235-0145

Expires: February 28, 2009

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hours per response...     14.5

 

 

SCHEDULE 13D

[Rule 13d-101]

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-1(a)

 

(Amendment No. )

 

 

OSTEOTECH, INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

 

 

688582105

 

(CUSIP Number)

 

November 24, 2009

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*          The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on 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 (“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).

 


CUSIP NO. 688582105

Schedule 13G

Page 2 of 10 Pages

 

 

 

1

Names of Reporting Persons.

 

John F. White

James F. Rice

Kenneth L. Wolfe

Foster L. Aborn

Kairos Partners III Limited Partnership

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)          o

 

(b)          o

3

SEC Use Only

4

Source of Funds                WC

5

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)                o

6

Citizenship or Place of Organization.

John F. White -- United States

James F. Rice -- United States

Kenneth L. Wolfe -- United States

Foster L. Aborn -- United States

 Kairos Partners III Limited Partnership -- Delaware

 

 


CUSIP NO. 688582105

Schedule 13G

Page 3 of 10 Pages

 

 

 

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

7   Sole Voting Power

John F. White -- 0 shares

James F. Rice -- 0 shares

Kenneth L. Wolfe -- 0 shares

Foster L. Aborn -- 0 shares

Kairos Partners III Limited Partnership -- 0 shares

8   Shared Voting Power

John F. White -- 1,097,520 shares

James F. Rice -- 1,097,520 shares

Kenneth L. Wolfe -- 1,097,520 shares

Foster L. Aborn -- 1,097,520 shares

Kairos Partners III Limited Partnership -- 953,057 shares

Refer to Item 5 below.

9   Sole Dispositive Power

John F. White -- 0 shares

James F. Rice -- 0 shares

Kenneth L. Wolfe -- 0 shares

Foster L. Aborn -- 0 shares

Kairos Partners III Limited Partnership -- 0 shares

10Shared Dispositive Power

John F. White -- 1,097,520 shares

James F. Rice -- 1,097,520 shares

Kenneth L. Wolfe -- 1,097,520 shares

Foster L. Aborn -- 1,097,520 shares

Kairos Partners III Limited Partnership -- 953,057 shares

Refer to Item 5 below.

11

Aggregate Amount Beneficially Owned by Each Reporting Person

John F. White -- 1,097,520 shares

James F. Rice -- 1,097,520 shares

Kenneth L. Wolfe -- 1,097,520 shares

Foster L. Aborn -- 1,097,520 shares

Kairos Partners III Limited Partnership -- 953,057 shares

Refer to Item 5 below.

 

12

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

Not applicable.

 

13

Percent of Class Represented by Amount in Row (9)*

John F. White -- 6.09%

James F. Rice -- 6.09%

Kenneth L. Wolfe -- 6.09%

Foster L. Aborn -- 6.09%

Kairos Partners III Limited Partnership -- 5.29%

 

14

Type of Reporting Person (See Instructions)

John F. White -- IN

James F. Rice -- IN

Kenneth L. Wolfe -- IN

Foster L. Aborn -- IN

Kairos Partners III Limited Partnership -- PN

 

 

* All share numbers and ownership percentages reported herein are as of November 19, 2009.

* All percentage ownerships reported herein are based on 18,017,849 shares of common stock issued and outstanding as of November 4, 2009, as reported by Osteotech, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, filed with the Securities and Exchange Commission on November 9, 2009.

 


CUSIP NO. 688582105

Schedule 13D

Page 4 of 10 Pages

 

Item 1. Security and Issuer

 

 

Name of Issuer: Osteotech, Inc. (the “Issuer”)

 

Title of Class of Equity Securities: Common Stock, par value $0.01 per share

 

Address of Issuer's Principal Executive Offices: 51 James Way, Eatontown, NJ 07724

 

Item 2. Identity and Background

(a)

Name:

 

John F. White

James F. Rice

Kenneth L. Wolfe

Foster L. Aborn

Kairos Partners III Limited Partnership

As used herein, the term “Partnership” refers to “Kairos Partners III Limited Partnership;” the term “Managers” refers to John F. White, James F. Rice, Kenneth L. Wolfe and Foster L. Aborn collectively; and the term “Reporting Persons” refers to the Partnership and the Managers collectively.

(b)

Residence or Business Address:

 

The address of the principal business office of each of the Reporting Persons is 600 Longwater Drive, Suite 204, Norwell, MA 02061.

(c)

Principal Occupation:

 

John F. White: Investment Management

James F. Rice: Investment Management

Kenneth L. Wolfe: Chief Executive Officer of Forerun Systems, Inc.

Foster L. Aborn: retired

Kairos Partners III Limited Partnership: privately owned investment manager that provides services to high net worth individuals and institutional investors and manages equity portfolios for its clients.

(d)

The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding.

(e)

The Reporting Person have not, 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 was 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, and if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order.

(f)

Citizenship or Place of Organization.

John F. White -- United States

James F. Rice -- United States

Kenneth L. Wolfe -- United States

Foster L. Aborn -- United States

Kairos Partners III Limited Partnership -- Delaware

 

 


CUSIP NO. 688582105

Schedule 13D

Page 5 of 10 Pages

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

The Partnership expended an aggregate of approximately $5,016,637 to purchase the 1,097,520 shares of the Issuer’s common stock in the open market. Such transactions were effected in open market purchases and acquired in the ordinary course of business. The Managers acquired their interest in the shares of the Issuer’s common stock through their ownership in the Partnership and Kairos Partners II Limited Partnership (“Kairos II”).

 

The source of the funds used in acquiring the common stock was Kairos II and the Partnership’s current cash equivalent assets (working capital).

 

Item 4.

Purpose of Transaction

 

The Reporting Persons, as long-time and concerned stockholders of the Issuer, continually evaluate their alternatives with respect to their investment in the Issuer and possible means to maximize stockholder value. The Reporting Persons are considering various strategies to increase the value of the Reporting Persons’ investment in the Issuer.

On November 24, 2009, John White, one of the Reporting Persons, submitted a letter to Mr. Kenneth P. Fallon, III, Chairman of the Issuer’s board of directors. In the letter, Mr. White recommended to the Issuer’s Board of Directors that they hire a strategic advisor to explore all possibilities, including the sale of the company, in order to realize value for the Issuer’s stockholders.

 

A copy of the letter is filed as Exhibit B to this Schedule 13D filing and is incorporated herein by reference. The foregoing and subsequent references to, and descriptions of, the letter, are qualified in their entirety by reference to such letter. The Reporting Persons disclaim any admission that they constitute a “group”, as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with any entity associated with the Issuer as a result of the submission of the letter to the Issuer or by any other actions.

 

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, the Issuer’s response to the letters sent by John White, price levels of the Issuer’s stock, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate by selling some or all of their shares of common stock.

 

Item 5.

Interest in Securities of the Issuer**

 

 

(a)

Amount beneficially owned and percentage of class:

 

John F. White

1,097,520 shares, representing 6.09% of the Issuer’s common stock

James F. Rice

1,097,520 shares, representing 6.09% of the Issuer’s common stock

Kenneth L. Wolfe

1,097,520 shares, representing 6.09% of the Issuer’s common stock

Foster L. Aborn

1,097,520 shares, representing 6.09% of the Issuer’s common stock

Kairos Partners III Limited Partnership

953,057 shares, representing 5.29% of the Issuer’s common stock

 

(b) Voting and disposition powers:

 

 

Sole power to vote or direct the vote:

        

John F. White

0 shares, representing 0% of the Issuer’s common stock

James F. Rice

0 shares, representing 0% of the Issuer’s common stock

 

 


CUSIP NO. 688582105

Schedule 13D

Page 6 of 10 Pages

 

 

 

Kenneth L. Wolfe

0 shares, representing 0% of the Issuer’s common stock

Foster L. Aborn

0 shares, representing 0% of the Issuer’s common stock

Kairos Partners III Limited Partnership

0 shares, representing 0% of the Issuer’s common stock

 

 

Shared power to vote or direct the vote:

        

John F. White

1,097,520 shares, representing 6.09% of the Issuer’s common stock

James F. Rice

1,097,520 shares, representing 6.09% of the Issuer’s common stock

Kenneth L. Wolfe

1,097,520 shares, representing 6.09% of the Issuer’s common stock

Foster L. Aborn

1,097,520 shares, representing 6.09% of the Issuer’s common stock

Kairos Partners III Limited Partnership

953,057 shares, representing 5.29% of the Issuer’s common stock

 

 

Sole power to dispose or direct the disposition:

        

John F. White

0 shares, representing 0% of the Issuer’s common stock

James F. Rice

0 shares, representing 0% of the Issuer’s common stock

Kenneth L. Wolfe

0 shares, representing 0% of the Issuer’s common stock

Foster L. Aborn

0 shares, representing 0% of the Issuer’s common stock

Kairos Partners III Limited Partnership

0 shares, representing 0% of the Issuer’s common stock

 

 

Shared power to dispose or direct the disposition:

        

John F. White

1,097,520 shares, representing 6.09% of the Issuer’s common stock

James F. Rice

1,097,520 shares, representing 6.09% of the Issuer’s common stock

Kenneth L. Wolfe

1,097,520 shares, representing 6.09% of the Issuer’s common stock

Foster L. Aborn

1,097,520 shares, representing 6.09% of the Issuer’s common stock

Kairos Partners III Limited Partnership

953,057 shares, representing 5.29% of the Issuer’s common stock

 

**Shares reported herein as beneficially owned by Messrs. White, Rice, Wolfe and Aborn represent shares held by Kairos Partners II and the Partnership (collectively, the "Kairos Partnerships"). Each of Messrs. White, Rice, Wolfe and Aborn is a member of the investment committee of the Kairos Partnerships. Such committee has voting and investment power over such shares.

 

(c)  The following is a description of all transactions in shares of common stock of the Issuer by the Reporting Persons indentified in Item 1 of this Schedule 13D effected from September 18, 2009 to November 18, 2009.

 

 


CUSIP NO. 688582105

Schedule 13D

Page 7 of 10 Pages

 

 

 

Entity

Transaction

Date

Shares

Price/Share

Net Proceeds

Kairos II***

Open market sale

9/18/2009

55,000

       $4.33

$238,253.83

Kairos II***

Open market sale

9/21/2009

7,500

       $4.62

$34,674.60

Kairos II***

Open market sale

9/22/2009

15,000

       $4.61

$69,100.21

Kairos II***

Open market sale

9/23/2009

7,800

       $4.57

$35,618.55

Kairos II***

Open market sale

9/24/2009

605

       $4.47

$2,704.28

Kairos II***

Open market sale

9/25/2009

5,900

       $4.45

$26,266.71

Kairos II***

Open market sale

9/28/2009

9,000

       $4.53

$40,807.64

Kairos II***

Open market sale

9/29/2009

5,100

       $4.52

$23,056.50

Kairos II***

Open market sale

9/30/2009

9,400

       $4.54

$42,706.86

Kairos II***

Open market sale

10/1/2009

1,603

       $4.49

$7,194.40

Kairos II***

Open market sale

10/2/2009

2,000

       $4.23

$8,459.78

Kairos II***

Open market sale

10/5/2009

2,003

       $4.19

$8,396.56

Kairos II***

Open market sale

10/6/2009

1,400

       $4.30

$6,026.84

Kairos II***

Open market sale

10/7/2009

1,600

       $4.33

$6,923.98

Kairos II***

Open market sale

10/8/2009

2,900

       $4.27

$12,373.69

Kairos II***

Open market sale

10/9/2009

41,731

       $4.33

$180,895.02

Kairos II***

Open market sale

10/12/2009

5,600

       $4.49

$25,151.75

Kairos II***

Open market sale

10/13/2009

1,000

       $4.46

$4,463.88

Kairos II***

Open market sale

10/14/2009

1,500

       $4.44

$6,666.73

Kairos II***

Open market sale

10/15/2009

7,300

       $4.44

$32,387.80

Kairos II***

Open market sale

10/16/2009

1,500

       $4.44

$6,659.38

Kairos II***

Open market sale

10/19/2009

4,800

       $4.66

$22,346.30

Kairos II***

Open market sale

10/20/2009

3,000

       $4.72

$14,171.63

Kairos II***

Open market sale

10/21/2009

4,200

       $4.50

$18,920.51

Kairos II***

Open market sale

10/22/2009

7,000

       $4.55

$31,844.98

Kairos II***

Open market sale

10/23/2009

8,000

       $4.56

$36,515.84

Kairos II***

Open market sale

10/26/2009

1,700

       $4.46

$7,576.19

Kairos II***

Open market sale

10/27/2009

1,200

       $4.48

$5,378.86

Kairos II***

Open market sale

10/28/2009

10,500

       $4.46

$46,826.68

Kairos II***

Open market sale

10/29/2009

13,500

       $4.45

$60,128.79

Kairos II***

Open market sale

10/30/2009

4,600

       $4.35

$19,992.92

Kairos II***

Open market sale

11/2/2009

2,000

       $4.25

$8,503.78

Kairos II***

Open market sale

11/3/2009

36,253

       $4.27

$154,796.30

Kairos II***

Open market sale

11/4/2009

6,800

       $4.38

$29,794.11

Kairos II***

Open market sale

11/5/2009

2,000

       $4.26

$8,514.18

Kairos II***

Open market sale

11/6/2009

200

       $4.17

$833.97

Kairos II***

Open market sale

11/12/2009

5,000

       $4.26

$16,311.58

Kairos II***

Open market sale

11/13/2009

15,200

       $4.15

$47,817.96

Kairos II***

Open market sale

11/16/2009

8,000

       $4.10

$24,809.76

Kairos II***

Open market sale

11/17/2009

100,800

       $4.05

$306,948.19

Kairos II***

Open market sale

11/18/2009

10,000

       $4.05

$30,520.21

 

 

*** Each of John F. White, James F. Rice, Kenneth L. Wolfe and Foster L. Aborn sold their shares of common stock through their ownership of Kairos II.

 

 

(d)

N/A

 

 

(e)

N/A

 


CUSIP NO. 688582105

Schedule 13D

Page 8 of 10 Pages

 

 

Item 6.              Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Joint Filing Agreement

 

The Reporting Persons have entered into an Amended and Restated Joint Filing Agreement, dated as February 11, 2008, a copy of which is filed with this Schedule 13D as Exhibit A (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit A

--

Amended and Restated Joint Filing Agreement, dated as of February 11, 2008, is by and among John F. White, James F. Rice, Kenneth L. Wolfe, Foster L. Aborn and Kairos Partners III Limited Partnership (incorporated by reference from the Schedule 13G/A filed on February 12, 2008)

 

Exhibit B

--

Letter to the Chairman of the Board of Directors dated November 24, 2009 (filed herewith)

 


CUSIP NO. 688582105

Schedule 13D

Page 9 of 10 Pages

 

 

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, complete and correct.

 

Date:

November 24, 2009

 

JOHN F. WHITE

 

 

/s/ John F. White

John F. White

 

JAMES F. RICE

 

 

/s/ James F. Rice

James F. Rice

 

KENNETH L. WOLFE

 

 

/s/ Kenneth L. Wolfe

Kenneth L. Wolfe

 

FOSTER L. ABORN

 

 

/s/ Foster L. Aborn

Foster L. Aborn

 

KAIROS PARTNERS III LIMITED PARTNERSHIP

 

By: KAIROS III LLC, its General Partner

 

By: KAIROS MASTER GP LLC, its Sole Member

 

 

By:/s/ John F. White

 

John F. White

Voting Member

 


CUSIP NO. 688582105

Schedule 13D

Page 10 of 10 Pages

 

 

EXHIBIT B

 

KAIROS PARTNERS

 

 

November 24, 2009

 

Mr. Kenneth P. Fallon, III

Chairman of the Board

Osteotech, Inc.

51 James Way

Eatontown, NJ 07724

 

Dear Ken,

 

As you know, Kairos Partners is a significant, long-term shareholder of Osteotech stock, owning more than 6%. We were greatly disappointed by the company’s Q3 2009 earnings release and investor conference call.

 

In addition to the poor Q309 results, the company lowered the revenue and earnings guidance for FY09 and, once again, announced a delay in achieving profitability until Q3 2010.

 

We believe the significant investments the company has made in product development have produced a strong new product portfolio. However, we also believe that Osteotech, as currently structured, is not well positioned to take full advantage of the commercial opportunity that these exciting new products present.

 

We have serious concerns regarding Osteotech’s limited capital resources, management’s historically poor performance in new product launches, and the lack of a direct sales force. We strongly believe that a larger and more experienced company would be able to recognize this opportunity and reward Osteotech shareholders today for their long patience.

 

As such, it is our recommendation to the Board of Directors that they hire a strategic advisor to explore all possibilities, including the sale of the company, as the best way to realize this potential value for all shareholders.

 

Sincerely,

 

/s/ John F. White

John F. White

Managing Member

 

cc: Osteotech, Inc. Board of Directors

 

 

 

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