-----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, A3sxRgt3egDAxZx3XaWNiRGo7x0n5v/t/Z+ggwSkew3gBFhjfD/z7J5hxxTbtxhS rxAxk8zqNLGahDWHAh/7Jw== 0001047469-03-009897.txt : 20030324 0001047469-03-009897.hdr.sgml : 20030324 20030324163432 ACCESSION NUMBER: 0001047469-03-009897 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030324 GROUP MEMBERS: CENTERPULSE USA HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGEN BIOLOGICS INC CENTRAL INDEX KEY: 0000883697 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 232476415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49089 FILM NUMBER: 03614235 BUSINESS ADDRESS: STREET 1: 1650 TYSONS BLVD CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7038471400 MAIL ADDRESS: STREET 1: 1650 TYSONS BLVD CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: APACHE MEDICAL SYSTEMS INC DATE OF NAME CHANGE: 19960426 FORMER COMPANY: FORMER CONFORMED NAME: AROS CORP DATE OF NAME CHANGE: 20010712 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTERPULSE LTD CENTRAL INDEX KEY: 0001041073 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ZURCHERSTERSTRASSE 12 CITY: 8401 WINTERTHUR SWIT STATE: V8 BUSINESS PHONE: 7135616300 MAIL ADDRESS: STREET 1: SULTZER MEDICAL LTD STREET 2: ZURCHERSTRASSE 12 CITY: WINTERTHUR, SWITZERL FORMER COMPANY: FORMER CONFORMED NAME: SULZER ORTHOPEDICS LTD DATE OF NAME CHANGE: 19970616 FORMER COMPANY: FORMER CONFORMED NAME: SULZER MEDICA LTD DATE OF NAME CHANGE: 19970709 SC 13D 1 a2106393zsc13d.txt SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) 1 REGEN BIOLOGICS, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE (Title of Class of Securities) 04268Q-101 (CUSIP Number) DAVID S. WISE CENTERPULSE USA INC. 12 GREENWAY PLAZA, SUITE 1000 HOUSTON, TEXAS 77046 (713) 561-6365 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 21, 2002 (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEEss.240.13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 Pages) - ----------- 1 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 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. 04268Q-101 13D PAGE 2 OF 9 PAGES - ---------------------- ---------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CENTERPULSE USA HOLDING CO. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 26,191,788 REPORTING --------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,288,939 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,288,939(1), 26,191,788(2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.8%(1), 53.0%(2) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- (1) Represents number and percentage of shares Centerpulse USA Holding Co. beneficially owns irrespective of membership in a group. Includes 808,910 shares of common stock, 5,181,108 shares of convertible preferred stock on an as-converted basis, and 1,207,139 shares of preferred stock issuable upon exercise of vested warrants. (2) Represents aggregate number and percentage of shares beneficially owned by the group, of which Centerpulse USA Holding Co. is a member pursuant to the terms of the Stockholders' Agreement, discussed further below. - ---------------------- ---------------------- CUSIP NO. 04268Q-101 13D PAGE 3 OF 9 PAGES - ---------------------- ---------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CENTERPULSE LTD. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION SWITZERLAND - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 26,191,788 REPORTING --------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,288,939 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,288,939(1), 26,191,788(2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.8%(1), 53.0%(2) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO HC - -------------------------------------------------------------------------------- (1) Represents number and percentage of shares Centerpulse USA Holding Co. beneficially owns irrespective of membership in a group. Includes 808,910 shares of common stock, 5,181,108 shares of convertible preferred stock on an as-converted basis, and 1,207,139 shares of preferred stock issuable upon exercise of vested warrants. (2) Represents aggregate number and percentage of shares beneficially owned by the group, of which Centerpulse USA Holding Co. is a member pursuant to the terms of the Stockholders' Agreement, discussed further below. ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is Common Stock, $.01 par value per share (the "Common Stock"), of ReGen Biologics, Inc., a Delaware corporation (the "Issuer"), formerly named Aros Corporation, whose principal executive offices are located at 1290 Bay Dale Drive, PMB 351, Arnold, Maryland 21012. ITEM 2. IDENTITY AND BACKGROUND. Centerpulse USA Holding Co. (formerly Sulzer Medica USA Holding Co.) is a wholly owned subsidiary of Centerpulse Ltd. (formerly Sulzer Medica Ltd). (a) - (c) Addendum A, attached to this Schedule 13D and incorporated by reference herein, sets forth the additional information required by Item 2 with respect to Centerpulse USA Holding Co., a Texas corporation, and Centerpulse Ltd. a company organized under the laws of Switzerland, and their respective directors and executive officers. (d) During the last five years, Centerpulse Ltd. and Centerpulse USA Holding Co. have not and, to the best knowledge of such reporting persons, no person named on Addendum A has been convicted in a criminal proceeding (excluding minor traffic violations or similar misdemeanors). (e) During the last five years, Centerpulse Ltd. and Centerpulse USA Holding Co. have not and, to the best knowledge of such reporting persons, no person named on Addendum A has 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. (f) Centerpulse USA Holding Co. is a Texas corporation; Centerpulse Ltd. is a company organized under the laws of Switzerland. Except as otherwise indicated, Each of the persons named in Addendum A is a citizen and resident of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to a Series D Stock Purchase Agreement dated February 16, 1996, Centerpulse USA Holding Co. acquired 931,035 shares of Series D Convertible Preferred Stock of ReGen Biologics, Inc., a Delaware corporation ("ReGen"), for cash of $6,750,003. Pursuant to a Series F Preferred Stock and Warrant Purchase Agreement dated November 30, 1998, Centerpulse USA Holding Co. acquired 453,310 shares of Series F Convertible Preferred Stock and a warrant to purchase up to a maximum of 449,888 shares of Series C Convertible Preferred Stock of ReGen at $4.50 per share for cash in the amount of $3,957,396. In conjunction with a Credit Agreement ReGen entered into with Centerpulse USA Holding Co. dated as of March 14, 2000, Centerpulse USA Holding Co. acquired warrants to purchase 150,000 shares of common stock of ReGen at $4.50 per share. On June 21, 2002, Centerpulse USA Holding Co. acquired 533,418 shares of Series G Convertible Preferred Stock of ReGen for $1.2321 per share and warrants to purchase 133,354 shares of common stock of ReGen for $1.2321 per share. Centerpulse USA Holding Co. received the securities to which this Schedule 13D relates in connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 21, 2002, by and among Aros Corporation ("Aros"), Aros Acquisition Corp., a wholly owned subsidiary of Aros Corporation, and ReGen, pursuant to which ReGen became a wholly owned subsidiary of Aros Page 4 of 9 (the "Merger"). As consideration for the Merger, the holders of all of ReGen's issued and outstanding capital stock exchanged their shares for shares of capital stock of Aros. In addition, Aros agreed to assume all stock option and warrant obligations of ReGen in connection with the Merger. Specifically, each share of ReGen common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 2.7495 shares of Aros common stock; each share of ReGen's Series A through F preferred stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.0663 shares of Aros common stock, plus 2.6832 shares of Aros Series B convertible preferred stock, par value $0.01 per share; and each share of ReGen's Series G preferred stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 2.7495 shares of Aros Series A convertible preferred stock, par value $0.01 per share. In connection with the Merger, Dr. Steadman, Allen & Company Incorporated, Sanderling Venture Partners IV Co-Investment Fund, L.P., Sanderling IV Biomedical Co-Investment Fund, L.P., Sanderling IV Venture Management, Sanderling Venture Partners V Co-Investment Fund, L.P., Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Limited Partnership, Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Ventures Management, Sanderling Venture Partners II, L.P., Sanderling Ventures Limited, L.P. and Centerpulse USA Holding Co., all former stockholders of ReGen, entered into a Stockholders' Agreement (the "Stockholders' Agreement"), dated as of June 21, 2002, whereby the parties to the Stockholders' Agreement agreed to vote all of their shares of capital stock of Aros in favor of certain corporate actions, including but not limited to maintaining the Aros board of directors at seven (7) members, electing certain individuals to the Aros board, amending the Aros certificate of incorporation to increase the number of authorized shares of common stock of Aros and amending the Aros' by-laws. References to and descriptions of the Merger Agreement and Stockholders' Agreement as set forth in this Item 3 are qualified in their entirety by reference to the copies of such agreements included as Exhibits 1 and 2, respectively, to this Schedule 13D, and are incorporated in their entirety in this Item 3. On November 12, 2002, Aros filed a Certificate of Ownership and Merger to change its name from Aros Corporation to ReGen Biologics, Inc. On December 23, 2002, Allen & Company Incorporated filed a Form 4 reporting the sale of 50,000 shares of the Issuer's common stock on November 26, 2002 and the sale of 25,000 shares of the Issuer's common stock on November 27, 2002. Allen & Company Inc. also reported that effective November 26, 2002, it was no longer a party to the Stockholders' Agreement and that it was not a member of a Section 13(d) group that owns more than 10% of the Issuer's common stock. ITEM 4. PURPOSE OF TRANSACTION. (a) - (j) The information set forth or incorporated by reference in Item 3 above is hereby incorporated herein by reference. Pursuant to the Stockholders' Agreement, the parties thereto have agreed to vote all of their shares of common stock, Series A preferred stock and/or Series B preferred stock of Aros then owned, as well as any shares of capital stock of Aros acquired after the date of the Stockholders' Agreement, whether upon the exercise of warrants, options, conversion of convertible securities or otherwise, in favor of the following: 1. The authorized number of directors on Aros' board of directors shall be maintained at seven (7) members; 2. The following persons shall be elected to Aros' board of directors: a. The then-current Chief Executive Officer of Aros, who shall initially be Gerald E. Bisbee, Jr.; Page 5 of 9 b. Two (2) designees of Sanderling Ventures, one of whom shall initially be Dr. Robert G. McNeil; c. One (1) designee of Centerpulse USA Holding Co., who shall initially be Richard Fritschi; d. One (1) designee of a majority of the members of the board of directors of Aros immediately prior to the effective time of the Merger, who shall initially be Alan W. Baldwin; and e. Two (2) designees of a majority of the foregoing members of the board of directors of Aros, one of whom shall initially be Dr. J. Richard Steadman; 3. An amendment to Aros's certificate of incorporation to increase the number of shares of Aros' authorized common stock by an amount sufficient for issuance upon conversion or exercise of the Aros Series A preferred stock, the Aros Series B preferred stock and the ReGen options and warrants assumed by Aros; 4. The amendment of Aros' bylaws to provide for the governance of Aros as contemplated by the Stockholders' Agreement and the Merger Agreement; 5. A reverse stock split; 6. An increase in the number, as of the date of the Stockholders' Agreement, of shares available for issuance pursuant to options issued under the Issuer's Employee Stock Option Plan by 3.0 million shares; and 7. A change in the name of Aros and an accompanying ticker symbol change, both as determined by the board of directors of Aros subsequent to the effective time of the Merger. In addition, the parties to the Stockholders' Agreement agreed to vote or consent (or cause to be voted or consented), in person or by proxy, all shares and any other voting securities of the Issuer (whenever acquired) that are beneficially owned or held of record by such party or as to which such party has, directly or indirectly, the right to vote or direct the voting, (i) against any amendment or change to the certificate of incorporation or bylaws of the Issuer providing for the election of less than seven (7) directors, or any other amendment or change to the certificate of incorporation or bylaws inconsistent with the terms of the Stockholders' Agreement, or (ii) in favor of any amendment or change to the certificate of incorporation or bylaws necessary to be made to render such certificate of incorporation or bylaws consistent with the terms of the Stockholders' Agreement. On November 12, 2002, Aros filed a Certificate of Ownership and Merger to change its name from Aros Corporation to ReGen Biologics, Inc. References to and descriptions of the Merger Agreement and Stockholders' Agreement as set forth in this Item 4 are qualified in their entirety by reference to the copies of such agreements included as Exhibits 2 and 3, respectively, to this Schedule 13D, and are incorporated in their entirety in this Item 4. Page 6 of 9 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Aggregate number of shares of common stock beneficially owned by: Centerpulse USA Holding Co. (directly) 808,190 Centerpulse USA Holding Co. (indirectly) 6,480,749 Centerpulse Ltd. (indirectly) 7,288,939 Percentage of shares of common stock beneficially owned by: Centerpulse USA Holding Co. (directly) 14.8% Centerpulse Ltd. (indirectly) 14.8% Sole power to vote or direct the vote: Centerpulse USA Holding Co. (directly) None Centerpulse USA Holding Co. (indirectly) None Centerpulse Ltd. (indirectly) None Shared power to vote or direct the vote: Centerpulse USA Holding Co. (directly) 808,190 Centerpulse USA Holding Co. (indirectly) 6,480,749 Centerpulse Ltd. (indirectly) 7,288,939 Sole power to dispose or direct the disposition of: Centerpulse USA Holding Co. (directly) None Centerpulse USA Holding Co. (indirectly) None Centerpulse Ltd. (indirectly) None Shared power to dispose or direct the disposition of: Centerpulse USA Holding Co. (directly) 808,190 Centerpulse USA Holding Co. (indirectly) 6,480,749 Centerpulse Ltd. (indirectly) 7,288,939 The number of shares of common stock and options and warrants to purchase common stock of the Issuer covered by the Stockholders' Agreement is 26,191,788, representing approximately 53.0% of the voting power of shares of common stock of the Issuer on August 28, 2002.
SOLE NUMBER OF PERCENTAGE VOTING SHARED VOTING NAME SHARES OF CLASS POWER POWER -------- ----------- ----------- --------- -------------- J. Richard Steadman 2,759,969 5.58% 0 2,759,969 Sanderling Venture Partners IV Co-Investment Fund, L.P. 1,784,574 3.61% 0 1,784,574 Sanderling IV Biomedical Co-Investment Fund, L.P. 481,836 0.98% 0 481,836 Sanderling IV Venture Management 0 0% 0 0 Sanderling Venture Partners V Co-Investment Fund, L.P. 5,101,815 10.32% 0 5,101,815 Sanderling V Biomedical Co-Investment Fund, L.P. 3,093,053 6.26% 0 3,093,053 Sanderling V Limited Partnership 834,270 1.69% 0 834,270 Sanderling V Ventures Management 343,830 0.70% 0 343,830 Sanderling V Beteiligungs GmbH & Co. KG 704,530 1.43% 0 704,530 Centerpulse USA Holding Co. (formerly Sulzer USA Holding Co.) 7,288,939 14.75% 0 7,288,939 Sanderling Venture Partners II, L.P. 2,399,224 4.85% 0 2,399,224 Sanderling Ventures Limited L.P. 1,399,748 2.83% 0 1,399,748 Total: 26,191,788 53.00% 0 26,191,788
By virtue of the Stockholders' Agreement, Centerpulse USA Holding Co. may be deemed to be a member of a group with the other parties thereto and share voting power with such parties with respect to the shares covered by the Stockholders' Agreement. Centerpulse USA Holding Co. retains shared power with Centerpulse Ltd. to dispose of or direct the disposition of all shares held by it. To the best knowledge of Centerpulse USA Holding Co. and Centerpulse Ltd., each of the other parties to the Stockholders' Agreement retains sole power to dispose of or direct the disposition of all shares held by such party. (c) To the best knowledge of Centerpulse USA Holding Co. and Centerpulse Ltd., there have not been any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (Section 240.13d- 191), whichever is less, by the persons named in response to paragraph (a). Page 7 of 9 (d) - (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As a condition to the merger of ReGen Biologics, Inc. and Aros Acquisition Corp., certain stockholders of the issuer entered into to a Stockholders' Agreement dated June 21, 2002 (the "Stockholders' Agreement"). Pursuant to the Stockholders' Agreement, Centerpulse USA Holding Co. agreed to vote or consent the voting securities of the Issuer for the Board of Director designees listed therein. The Stockholders' Agreement is filed as Exhibit 3 to this Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibits are attached to this Schedule 13D: Exhibit Description 1. Agreement for Joint Filing. 2. Agreement and Plan of Merger, dated as of June 7, 2002, by and among ReGen Biologics, Inc., Aros Corporation, and Aros Acquisition Corp. (incorporated by reference to Exhibit 2.1 of Aros Corporation's Quarterly Report on Form 10-Q filed with the SEC on August 15, 2002). 3. Stockholders' Agreement, dated as of June 21, 2002, by and among the several stockholders named therein. Page 8 of 9 SIGNATURES 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. March 24, 2003 CENTERPULSE USA HOLDING CO. By: /s/ DAVID S. WISE -------------------------------------- Name: DAVID S. WISE ------------------------------------- Title: SECRETARY ------------------------------------ CENTERPULSE LTD. By: /s/ CHRISTIAN STAMBACH ---------------------------------------- Name: CHRISTIAN STAMBACH -------------------------------------- Title: GROUP VICE PRESIDENT--LEGAL & RISK ------------------------------------- By: /s/ URS KAMBER ------------------------------------- Name: URS KAMBER ------------------------------------ Title: CHIEF FINANCIAL OFFICER ----------------------------------- Page 9 of 9 ADDENDUM A Additional information required by Item 2. CENTERPULSE USA HOLDING CO. The principal business address of Centerpulse USA Holding Co., a Texas corporation, is Twelve Greenway Plaza, Suite 1000, Houston, Texas 77046. Its principal business is medical device manufacturing. Centerpulse USA Holding Co. is a wholly owned subsidiary of Centerpulse Ltd. The sole director of Centerpulse USA Holding Co. is employed by Centerpulse Management Ltd., a wholly-owned subsidiary of Centerpulse Ltd. The principal business address of each executive officer and director of Centerpulse USA Holding Co. is Centerpulse USA Holding Co., Twelve Greenway Plaza, Suite 1000, Houston, Texas 77046. The executive officers and directors of Centerpulse USA Holding Co. are listed below: DIRECTORS: Christian Stambach EXECUTIVE OFFICERS: Christian Stambach President Jim Kane Vice President Richard J. May Treasurer David S. Wise Secretary CENTERPULSE LTD. The principal business address of Centerpulse Ltd., a company organized under the laws of Switzerland, is Centerpulse Ltd., Andreastrasse 15, CH-8050 Zurich, Switzerland. Its principal business medical device manufacturing. The principal business address of each executive officer of Centerpulse Ltd. is Centerpulse Ltd., Andreastrasse 15, CH-8050 Zurich, Switzerland. The executive officers of Centerpulse Ltd. are listed below: EXECUTIVE OFFICERS Max Link Chairman and Chief Executive Officer Urs Kamber Chief Financial Officer Christian Stambach Chief Legal Counsel, Head Group Risk Management, and General Secretary Beatrice Tschanz Group Vice President, Corporate Communications Mattias Molleney Group Vice President, Human Resources David K. Floyd President Orthopedics Division USA Richard Fritschi President Orthopedics Division Europe/Asia/Latin America Mike McCormick President Spine-Tech Division USA Dr. Thomas Zehnder President Spine-Tech Global Coordination & Biologics Steven E. Hanson President Dental Division Hans Rudolf Schuerch President Centerpulse Orthopedics Japan David S. Wise Group Vice President and General Counsel, Centerpulse USA Inc. and Authorized Representative in the USA, Centerpulse Ltd. DIRECTORS The following table sets forth the name of each director, his principal occupation or employment and the name, principal business and address of the corporation or organization in which such employment is conducted.
OCCUPATION, CORPORATION OR PRINCIPAL BUSINESS ORGANIZATION AND RESIDENCE OF NAME OR BUSINESS ADDRESS CORPORATION OR ORGANIZATION Rene Braginsky Director Medical device manufacturing InCentive Asset Management AG Todistrasse 36 8002 Zurich Switzerland Steffen Gay Professor Research Clinic of Rheumatology University Hospital Gloriastrasse 25. 8091 Zurich Switzerland Max Link Chief Executive Officer Medical device manufacturing Centerpulse Ltd. Andreastrasse 15 8050 Zurich Switzerland Larry L. Mathis Retired Chief Executive Officer Hospital/health care The Methodist Health Care System 3037 Reba Drive Houston, TX 77019 Johannes R. Randegger Managing Director Consulting Randegger Beratung Brohegasse 45 4126 Bettingen Switzerland
EX-1 3 a2106393zex-1.txt EXHIBIT 1 EXHIBIT 1 AGREEMENT FOR JOINT FILING PURSUANT TO RULE 13D-1(F)(1) UNDER THE SECURITIES ACT OF 1934 Pursuant to 17 CFR 240.13D-1(f)(1) under the Securities Act of 1934, the undersigned, by their respective signatures affixed hereto, do hereby agree in writing that this Schedule 13D be and is filed on behalf of each of them. The undersigned further recognize that each of them is responsible for the timely filing of this Schedule 13D and any amendments thereto, and for the completeness and accuracy of any information concerning them contained herein. The undersigned further constitute and appoint Centerpulse USA Holding Co., as lawful attorney-in-fact and agent, to execute and file this Schedule 13D, and any amendments thereto on their behalf. Dated as of this 24th day of March, 2003. CENTERPULSE USA HOLDING CO. By: /s/ DAVID S. WISE -------------------------------------- Name: DAVID S. WISE ------------------------------------- Title: SECRETARY ------------------------------------ CENTERPULSE LTD. By: /s/ CHRISTIAN STAMBACH --------------------------------------- Name: CHRISTIAN STAMBACH -------------------------------------- Title: GROUP VICE PRESIDENT--LEGAL & RISK ------------------------------------- By: /s/ URS KAMBER --------------------------------------- Name: URS KAMBER -------------------------------------- Title: CHIEF FINANCIAL OFFICER ------------------------------------- EX-3 4 a2106393zex-3.txt EXHIBIT 3 EXHIBIT 3 EXECUTION VERSION STOCKHOLDERS' AGREEMENT THIS STOCKHOLDERS' AGREEMENT, dated as of June 21, 2002 (this "Agreement"), among the undersigned stockholders (each, a "Stockholder" and collectively, the "Stockholders") of Aros Corporation, a Delaware corporation ("Parent"). Capitalized terms used herein without definition shall have the meanings assigned to them in the Merger Agreement (defined below). WHEREAS, Parent, Aros Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Acquisition Sub"), and ReGen Biologics, Inc., a Delaware corporation (the "Company") have entered into an Agreement and Plan of Merger, dated as of June 7, 2002 (the "Merger Agreement"), pursuant to which, effective as of the date hereof, Acquisition Sub has merged with and into the Company (the "Merger"), and each outstanding share of ReGen Common Stock and ReGen Preferred Stock has been converted into the right to receive shares of Aros Common Stock, Aros Series A Stock and/or Aros Series B Stock on the terms and subject to the conditions set forth in the Merger Agreement; WHEREAS, as of the date hereof, each Stockholder is the owner of shares of Aros Common Stock, Aros Series A Stock and/or Aros Series B Stock (with respect to each Stockholder, such Stockholder's "Existing Parent Shares" and, together with any shares of capital stock of the Parent acquired after the date hereof, whether upon the exercise of warrants, options, conversion of convertible securities or otherwise, such Stockholder's "Parent Shares"); WHEREAS, as an inducement and a condition to effecting the Merger under the Merger Agreement, the Stockholders have agreed to enter into this Agreement; WHEREAS, among other things, the Stockholders desire to set forth their agreement with respect to the voting of their respective Parent Shares in connection with the constitution of and election of members to the Board of Directors of Parent upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: 1. VOTING. 1.1. AGREEMENT TO VOTE PARENT SHARES. Upon consummation of the Merger, each Stockholder hereby agrees, severally and not jointly, that such Stockholder shall, and shall cause the holder of record on any applicable record date to, from time to time, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Parent, however called, in accordance with Parent's certificate of incorporation, bylaws and applicable law: (a) if a meeting is held, appear at such meeting or otherwise cause the Parent Shares to be counted as present thereat for purposes of establishing a quorum; and (b) vote or consent (or cause to be voted or consented), in person or by proxy, all Parent Shares, and any other voting securities of Parent (whether acquired heretofore or hereafter) that are beneficially owned or held of record by such Stockholder or as to which such Stockholder has, directly or indirectly, the right to vote or direct the voting, or take such other necessary or desirable action within such Stockholder's control in favor of the following: (1) The authorized number of directors on Parent's Board of Directors shall be maintained at seven (7) members; (2) The following persons shall be elected to Parent's Board of Directors: (i) The then current Chief Executive Officer of Parent, who shall initially be Gerald E. Bisbee, Jr.; (ii) Two (2) designees of Sanderling Ventures, one of whom shall initially be Dr. Robert G. McNeil; (iii) One (1) designee of Centerpulse USA Holding Co., who shall initially be Richard Frtischi; (iv) One (1) designee of a majority of the members of the Board of Directors of Parent immediately prior to the Effective Time, who shall initially be Alan W. Baldwin; and (v) Two (2) designees of a majority of the foregoing members of the Board of Directors of Parent, one of whom shall initially be Dr. Richard Steadman; (3) Any Director designated in accordance herewith shall be removed upon the request of the party or group who designated such Director and, upon such removal, or upon any resignation of any such Director, an individual selected by the party entitled to designate such Director hereunder shall be elected to Parent's Board of Directors; PROVIDED, HOWEVER, that this provision shall not apply with respect to the director designated pursuant to clause (iv) above; when such director's initial term concludes or if a replacement is earlier required, then such director shall be nominated and elected in accordance with Parent's certificate of ( incorporation, bylaws and applicable law. -2- (4) An amendment to Parent's certificate of incorporation to increase the number of shares of Parent's authorized common stock by an amount sufficient for issuance upon conversion or exercise of the Aros Series A Stock, the Aros Series B Stock and the ReGen Options and Warrants assumed by Parent; (5) The amendment of Parent's bylaws as described in EXHIBIT A hereto and as may otherwise be required to provide for the governance of Parent as contemplated by this Agreement and the Merger Agreement; (6) A reverse stock split; (7) An increase in the number, as of the date hereof, of Parent Shares available for issuance pursuant to options issued under the Parent's Employee Stock Option Plan by 3.0 million Parent Shares; and (8) A change in the name of Parent and an accompanying ticker symbol change, both as determined by the Board of Directors of Parent subsequent to the Effective Time. (c) vote or consent (or cause to be voted or consented), in person or by proxy, all Parent Shares, and any other voting securities of Parent (whether acquired heretofore or hereafter) that are beneficially owned or held of record by such Stockholder or as to which such Stockholder has, directly or indirectly, the right to vote or direct the voting, (i) against any amendment or change to the certificate of incorporation or bylaws of Parent providing for the election of less than seven (7) directors, or any other amendment or change to the certificate of incorporation or bylaws inconsistent with the terms of this Agreement or (ii) in favor of any amendment or change to the certificate of incorporation or bylaws necessary to be made to render such certificate of incorporation or bylaws consistent with the terms ( of this Agreement. 1.2. FAILURE TO DESIGNATE. If any party fails to designate a representative to fill a directorship pursuant to the terms of Section 1.1, the election of a person to such directorship shall be accomplished in accordance with Parent's certificate of incorporation, bylaws and applicable law. 1.3. NO OWNERSHIP INTEREST. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Parent Shares now owned or hereafter issued to the Stockholders pursuant to the Merger or otherwise. All rights, ownership and economic benefits of and relating to the Parent Shares shall remain vested in and belong to the Stockholders, and Parent shall have no authority to direct the Stockholders in the voting of any of the Parent Shares, except as otherwise provided herein, or in the performance of the Stockholders' duties or responsibilities as stockholders of the Parent. -3- 1.4. NO INCONSISTENT AGREEMENTS. Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, the Stockholder (a) has not entered, and shall not enter at any time while this Agreement remains in effect, into any voting agreement or voting trust with respect to the Parent Shares and (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy or power of attorney with respect to the Parent Shares, in case of either (a) or (b), which is inconsistent with such Stockholder's obligations pursuant to this Agreement. 1.5. LEGEND. (a) Concurrently with the execution of this Agreement, there shall be imprinted or otherwise placed, on certificates representing the Parent Shares, the following restrictive legend (the "Legend"): "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS' AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. A COPY OF SUCH STOCKHOLDERS' AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS." (b) Parent agrees that, during the term of this Agreement, it will not remove, and will not permit to be removed (upon registration of transfer, reissuance of otherwise), the Legend from any such certificate and will place or cause to be placed the Legend on any new certificate issued to represent Parent Shares theretofore represented by a certificate carrying the Legend. 2. REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER. Each Stockholder hereby, severally and not jointly, represents and warrants to other Stockholders as follows: 2.1. AUTHORIZATION; VALIDITY OF AGREEMENT; NECESSARY ACTION. Such Stockholder has full power and authority, or legal capacity in the case of an individual stockholder, to execute and deliver this Agreement, to perform such Stockholder's obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by -4- such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitutes a valid and binding obligation of such Stockholder, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally. 2.2. CONSENTS AND APPROVALS; NO VIOLATIONS. None of the execution, delivery or performance of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby nor compliance with any of the provisions hereof by such Stockholder will (i) require any filing with, or approval of, any Governmental Entity, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation or imposition of any lien upon any of the assets or properties of such Stockholder under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, judgment, order, notice, decree, statute, law or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's properties or assets may be bound or (iii) violate any order or law applicable to such Stockholder or any of such Stockholder's properties or assets, except in each case as would not have a material adverse effect on such Stockholder's ability to consummate the transactions contemplated hereby. 2.3. NO GROUP. Each Stockholder is acting individually and not as part of a "group" as defined in the Exchange Act. 2.4. SHARES. Each Stockholder owns all of his, her or its respective Existing Parent Shares, free and clear of all liens, encumbrances, charges, pledges and other security interests. 3. MISCELLANEOUS. 3.1. FURTHER AGREEMENTS. (a) Each Stockholder, severally and not jointly, hereby agrees, while this Agreement is in effect, and except as contemplated hereby, that upon any sale, transfer, pledge, or other disposition of any Parent Shares to any Person, such Person or entity shall agree to be bound by all of the terms and conditions of this Agreement, and the Stockholder shall deliver a duly executed copy of the Agreement to Parent to evidence such Agreement prior to any such sale, transfer, pledge or other disposition. (b) Each Stockholder shall not request that the Parent or its transfer agent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Parent Shares, and hereby consents to the entry of stop transfer instructions by the Parent of any transfer of such Stockholder's Parent Shares, unless such transfer is made in compliance with this Agreement. (c) In the event of a stock dividend or distribution, or any change in the Parent's capital stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the -5- term "Parent Shares," as applicable, shall be deemed to refer to and include the Parent Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Parent Shares may be changed or exchanged. 3.2. TERMINATION. (a) This Agreement shall terminate and no party shall have any rights or duties hereunder upon the earliest to occur of (i) the fifth (5th) anniversary of the Effective Time, (ii) a Change of Control of Parent (as defined below) or (iii) the re-listing of the Parent Shares on a national securities exchange or the NASDAQ National Market System. Upon any termination of this Agreement, this Agreement shall thereupon become void and of no further force and effect, PROVIDED, HOWEVER, that nothing in this Section 3.2 shall relieve or otherwise limit any party of liability for breach of this Agreement. (b) For purposes of this Agreement, "Change of Control" of Parent shall mean the earliest to occur of (i) a merger or consolidation to which Parent is a party and which results in, or is effected in connection with, a change in ownership of a majority of the outstanding shares of voting stock of Parent, (ii) any sale or transfer of all or substantially all of the assets of Parent to any Person not an affiliate of Parent, (iii) the sale by the stockholders of Parent of a majority of the voting stock of Parent to any Person not an affiliate of Parent or (iv) a liquidation or dissolution of Parent. A Change of Control shall not include any change in ownership of Parent Shares contemplated by or resulting from the Merger. 3.3. SEVERAL OBLIGATIONS; CAPACITY; RELIANCE. (a) The representations, warranties, covenants, obligations, agreements and conditions of this Agreement applicable to the Stockholders are several and not joint. (b) The obligations of the Stockholders hereunder are several and not joint and the covenants and agreements of the Stockholders herein are made only in their capacity as stockholders of the Company and not as directors. (c) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. 3.4. FURTHER ASSURANCES. From time to time, at the other party's request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate the transactions contemplated by this Agreement. -6- 3.5. NOTICES. All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally or sent by nationally recognized overnight courier or by registered or certified mail (postage prepaid, return receipt requested), or by electronic mail, with a copy thereof to be delivered or sent as provided above or by facsimile or telecopier, as follows: (a) IF TO PARENT: Aros Corporation 509 Commerce Street East Wing Franklin Lakes, New Jersey 07417 Attention: Gerald E. Bisbee, Jr., Ph.D. With copies to: Dreier Baritz LLP 499 Park Avenue New York, New York 10022 Attention: Valerie A. Price, Esq. Facsimile: (212) 652-3701 and: Shaw Pittman LLP 1650 Tysons Blvd. McLean, Virginia 22102 Attention: Greg Giammittorio Facsimile: (703) 770-7901 (b) If to any of the Stockholders, to the address set forth under its name on such Stockholders' signature page hereto; or to such other address as the party to whom notice is to be given may have furnished to the other parties in writing in accordance herewith. All such notices or communications shall be deemed to be received (i) in the case of personal delivery, nationally recognized overnight courier or registered or certified mail, on the date of such delivery and (ii) in the case of facsimile or telecopier or electronic mail, upon confirmed receipt. 3.6. INTERPRETATION. When a reference is made in this Agreement to Sections, subsections, Schedules or Exhibits, such reference shall be to a Section, subsection, Schedule or Exhibit to this Agreement unless otherwise indicated. The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." The word "herein" and similar references mean, except where a specific Section or Article reference is expressly indicated, the entire Agreement rather than any specific Section or Article. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. -7- 3.7. SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible. 3.8. ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This Agreement, the Merger Agreement and the documents referred to herein and therein constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof, and are not intended to confer upon any Person other than the parties hereto and thereto any rights or remedies hereunder and thereunder. 3.9. AMENDMENTS; ASSIGNMENT. This Agreement may be amended (or provisions of this Agreement waived) only by an instrument in writing signed by (a) Parent and (b) the holders of at least a majority of the outstanding Parent Shares at the time of such amendment or approval. Any amendment or waiver so effected shall be binding upon Parent, each of the parties hereto and any assignee of any such party. No waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies of any other party hereto or with respect to any subsequent breach. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Unless a Stockholder has complied with Sections 3.1(b) and 3.1(c) hereof, neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by any such Stockholder without the prior written consent of the other parties, and any purported assignment without such consent shall be void. 3.10. FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive to, and not exclusive of, any rights or remedies otherwise available. 3.11. GOVERNING LAW; ENFORCEMENT. This Agreement and the rights and duties of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of Delaware. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. -8- 3.12. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. [SIGNATURES NEXT PAGE] -9- IN WITNESS WHEREOF, each of the Stockholders has signed this Agreement or caused this Agreement to be signed by their respective officers or other authorized person thereunto duly authorized as of the date first written above. STOCKHOLDERS SANDERLING VENTURE PARTNERS IV CO- INVESTMENT FUND, L.P. By: /s/ FRED A. MIDDLETON ------------------------------- Fred A. Middleton General Partner SANDERLING IV BIOMEDICAL CO- INVESTMENT FUND, L.P. By: /s/ FRED A. MIDDLETON ------------------------------- Fred A. Middleton General Partner SANDERLING IV VENTURE MANAGEMENT By: /s/ FRED A. MIDDLETON ------------------------------- Fred A. Middleton Owner SANDERLING VENTURE PARTNERS V CO- INVESTMENT FUND, L.P. By: Middleton, McNeil & Mills Associates V, LLC By: /s/ ROBERT G. McNEIL ------------------------------- Robert G. McNeil Managing Director SANDERLING V BIOMEDICAL CO- INVESTMENT FUND, L.P. By: Middleton, McNeil & Mills Associates V, LLC By: /s/ ROBERT G. McNEIL ------------------------------- Robert G. McNeil Managing Director SANDERLING V LIMITED PARTNERSHIP By: Middleton, McNeil & Mills Associates V, LLC By: /s/ ROBERT G. McNEIL ------------------------------- Robert G. McNeil Managing Director SANDERLING V BETEILIGUNGS GMBH & CO. KG By: Middleton, McNeil & Mills Associates V, LLC By: /s/ ROBERT G. McNEIL ------------------------------- Robert G. McNeil Managing Director SANDERLING V VENTURES MANAGEMENT By: /s/ ROBERT G. McNEIL ------------------------------- Robert G. McNeil Owner IN WITNESS WHEREOF, each of the Stockholders has signed this Agreement or caused this Agreement to be signed by their respective officers or other authorized person thereunto duly authorized as of the date first written above. STOCKHOLDERS If an individual: -------------------------------------- Name: Notices Address: If a corporation, partnership or other legal entity: CENTERPULSE USA HOLDING CO. -------------------------------------- By: /s/ DAVID S. WISE ----------------------------------- Name: David S. Wise Title: Secretary Notices Address: 3 Greenway Plaza Suite 1600 Houston, TX 77046-0391 STOCKHOLDERS If an individual: /s/ J. RICHARD STEADMAN -------------------------------------- Name: J. Richard Steadman Notices Address: 1299 Spraddle Creek Road Vail, CO 81657 13 June 2002 If a corporation, partnership or other legal entity: -------------------------------------- By: ----------------------------------- Name: Title: Notices Address: STOCKHOLDERS If an individual: -------------------------------------- Name: Notices Address: If a corporation, partnership or other legal entity: ALLEN & COMPANY INCORPORATED -------------------------------------- By: /s/ KIM WIELAND ----------------------------------- Name: Kim Wieland Title: Managing Director & CFO Notices Address: c/o Terry Morris Vice President Allen & Company Incorporated 711 Fifth Avenue, 9th Fl. New York, NY, 10022 -----END PRIVACY-ENHANCED MESSAGE-----