-----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, FVG/fNqGb6aADuF2lDaSQ02lSd9aF0c0bRJQiRI17/MBN3dUOjbPruxpuGLkbPoz t2UiZgXpWhwsq082MJ6peQ== 0000930413-10-001604.txt : 20100326 0000930413-10-001604.hdr.sgml : 20100326 20100325215408 ACCESSION NUMBER: 0000930413-10-001604 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100326 DATE AS OF CHANGE: 20100325 GROUP MEMBERS: BOSTON AVENUE CAPITAL LLC GROUP MEMBERS: CHARLES M. GILLMAN GROUP MEMBERS: HEARTLAND ADVISORS, INC. GROUP MEMBERS: KENNETH H. SHUBIN STEIN, MD, CFA GROUP MEMBERS: MICHAEL J. MCCONNELL GROUP MEMBERS: SPENCER CAPITAL MANAGEMENT, LLC GROUP MEMBERS: SPENCER CAPITAL OPPORTUNITY FUND, LP GROUP MEMBERS: SPENCER CAPITAL PARTNERS, LLC GROUP MEMBERS: WILLIAM J. NASGOVITZ 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42099 FILM NUMBER: 10706038 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: HEARTLAND ADVISORS INC CENTRAL INDEX KEY: 0000937394 IRS NUMBER: 391078128 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 789 N WATER STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-347-7777 MAIL ADDRESS: STREET 1: 789 N WATER STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 SC 13D/A 1 c60817_sc13da.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 5)

Under the Securities Exchange Act of 1934

Osteotech, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

688582105

(CUSIP Number)

 

Vinita K. Paul
Chief Compliance Officer
Heartland Advisors, Inc.
789 N. Water Street
Milwaukee, Wisconsin 53202
(414) 347-7777

Paula Skidmore
Boston Avenue Capital LLC
15 East 5th Street, Suite 3200
Tulsa, Oklahoma 74103
(918) 583-3333

  

 

Kenneth H. Shubin Stein, MD, CFA

Spencer Capital Management, LLC

12 East 49th Street, 32nd Floor

New York, New York 10017

(212) 586-4190

 

 

     

 

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

March 19, 2010

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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 13D

 

 Page 2 of 16 Pages

 

 

 

 

 

 

 

 

 

1

 

NAMES OF REPORTING PERSONS

Michael J. McConnell

 

 

 

 

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)    x  

 

 

(b)    o  

 

 

 

3

 

SEC USE ONLY

 

 

 

 

 

 

 

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

 

 

 

PF

 

 

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

 

 

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

United States of America

 

 

 

 

 

7

 

SOLE VOTING POWER

 

 

 

 

NUMBER OF
         SHARES

BENEFICIALLY

OWNED BY

 

EACH

REPORTING

PERSON

 

WITH

 

 

6,000

 

 

 

8

 

SHARED VOTING POWER

 

 

 

 

 

0

 

 

 

9

 

SOLE DISPOSITIVE POWER

 

 

 

 

 

6,000

 

 

 

10

 

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

0

 

 

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

6,000

 

 

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

o

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

--%1

 

 

 

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

 

 

IN

 

_________________________

1 Less than 1%.

 

2

 

 



CUSIP No. 688582105

 

SCHEDULE 13D

 

 Page 3 of 16 Pages

 

 

 

 

 

 

 

 

 

1

 

NAMES OF REPORTING PERSONS

Boston Avenue Capital LLC

 

 

 

 

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)    x  

 

 

(b)    o  

 

 

 

3

 

SEC USE ONLY

 

 

 

 

 

 

 

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

 

 

 

WC

 

 

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

 

 

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

Oklahoma

 

 

 

 

 

7

 

SOLE VOTING POWER

 

 

 

 

NUMBER OF

 

SHARES

BENEFICIALLY

OWNED BY

 

EACH

REPORTING

PERSON

 

WITH

 

 

558,119

 

 

 

8

 

SHARED VOTING POWER

 

 

 

 

 

0

 

 

 

9

 

SOLE DISPOSITIVE POWER

 

 

 

 

 

558,119

 

 

 

10

 

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

0

 

 

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

558,119

 

 

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

o

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

3.1%

 

 

 

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

 

 

OO (Limited Liability Company)

 

 

3

 

 



CUSIP No. 688582105

 

SCHEDULE 13D

 

 Page 4 of 16 Pages

 

 

 

 

 

 

 

 

 

 

1

 

NAMES OF REPORTING PERSONS

Stephen J. Heyman

 

 

 

 

 

 

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 (SEE INSTRUCTIONS)

 

 

 

 

 

OO

 

 

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

 

 

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

United States of America

 

 

 

 

 

7

 

SOLE VOTING POWER

 

 

 

 

NUMBER OF

 

 

0

 

 

 

 

SHARES

8

 

SHARED VOTING POWER

BENEFICIALLY

 

 

 

OWNED BY

 

 

558,119

 

 

 

 

EACH

9

 

SOLE DISPOSITIVE POWER

REPORTING

 

 

 

PERSON

 

 

0

 

 

 

 

WITH

10

 

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

558,119

 

 

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

558,119

 

 

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

o

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

3.1%

 

 

 

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

 

 

IN

 

 

 

 

4

 

 



CUSIP No. 688582105

 

SCHEDULE 13D

 

 Page 5 of 16 Pages

 

 

 

 

 

 

 

 

 

 

1

 

NAMES OF REPORTING PERSONS

James F. Adelson

 

 

 

 

 

 

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 (SEE INSTRUCTIONS)

 

 

 

 

 

OO

 

 

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

 

 

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

United States of America

 

 

 

 

 

7

 

SOLE VOTING POWER

 

 

 

 

NUMBER OF

 

 

0

 

 

 

 

SHARES

8

 

SHARED VOTING POWER

BENEFICIALLY

 

 

 

OWNED BY

 

 

558,119

 

 

 

 

EACH

9

 

SOLE DISPOSITIVE POWER

REPORTING

 

 

 

PERSON

 

 

0

 

 

 

 

WITH

10

 

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

558,119

 

 

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

558,119

 

 

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

o

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

3.1%

 

 

 

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

 

 

IN

 

 

5

 

 



CUSIP No. 688582105

 

SCHEDULE 13D

 

 Page 6 of 16 Pages

 

 

 

 

 

 

 

 

 

 

1

 

NAMES OF REPORTING PERSONS

Charles M. Gillman

 

 

 

 

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)    x  

 

 

(b)    o  

 

 

 

3

 

SEC USE ONLY

 

 

 

 

 

 

 

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

 

 

 

OO

 

 

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

 

 

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

United States of America

 

 

 

 

 

7

 

SOLE VOTING POWER

 

 

 

 

NUMBER OF

 

 

0

 

 

 

 

SHARES

8

 

SHARED VOTING POWER

BENEFICIALLY

 

 

 

OWNED BY

 

 

558,119

 

 

 

 

EACH

9

 

SOLE DISPOSITIVE POWER

REPORTING

 

 

 

PERSON

 

 

0

 

 

 

 

WITH

10

 

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

558,119

 

 

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

558,119

 

 

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

o

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

3.1%

 

 

 

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

 

 

IN

 

 

 

 

6

 

 



CUSIP No. 688582105

 

SCHEDULE 13D

 

 Page 7 of 16 Pages

 

 

 

 

 

 

1

 

NAMES OF REPORTING PERSONS

Heartland Advisors, Inc.

 

 

 

 

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)    x  

 

 

(b)    o  

 

 

 

3

 

SEC USE ONLY

 

 

 

 

 

 

 

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

 

 

 

OO – Funds of investment advisory clients

 

 

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

 

 

 

x

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

Wisconsin

 

 

 

 

 

7

 

SOLE VOTING POWER

 

 

 

 

NUMBER OF

 

SHARES

BENEFICIALLY

OWNED BY

 

EACH

REPORTING

PERSON

 

WITH

 

 

0

 

 

 

8

 

SHARED VOTING POWER

 

 

 

 

 

2,790,053

 

 

 

9

 

SOLE DISPOSITIVE POWER

 

 

 

 

 

0

 

 

 

10

 

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

3,263,263

 

 

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

3,263,263

 

 

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

o

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

18.1%

 

 

 

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

 

 

IA

 

7

 



 

CUSIP No. 688582105

 

SCHEDULE 13D

 

 Page 8 of 16 Pages

 

 

 

 

 

 

1

 

NAMES OF REPORTING PERSONS

William J. Nasgovitz

 

 

 

 

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)    x  

 

 

(b)    o  

 

 

 

3

 

SEC USE ONLY

 

 

 

 

 

 

 

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

 

 

 

OO – Funds of investment advisory clients

 

 

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

 

 

 

x

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

United States of America

 

 

 

 

 

7

 

SOLE VOTING POWER

 

 

 

 

NUMBER OF

 

SHARES

BENEFICIALLY

OWNED BY

 

EACH

REPORTING

PERSON

 

WITH

 

 

0

 

 

 

8

 

SHARED VOTING POWER

 

 

 

 

 

2,790,053

 

 

 

9

 

SOLE DISPOSITIVE POWER

 

 

 

 

 

0

 

 

 

10

 

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

3,263,263

 

 

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

3,263,263

 

 

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

o

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

18.1%

 

 

 

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

 

 

IN, HC

 

8

 



CUSIP No. 688582105

 

SCHEDULE 13D

 

 Page 9 of 16 Pages

 

 

 

Item 1. Security and Issuer

This Schedule 13D together with the attachments and exhibits hereto (this “Amendment No. 5”) amends the Schedule 13D, dated January 11, 2010 (“Amendment No. 4”), and relates to shares of common stock, $0.01 par value per share (the “Common Stock”), of Osteotech, Inc., a Delaware corporation (the “Company”).

Information contained in Items 2 through 6 of this Amendment No. 5 amends and supplements, as the case may be, disclosures contained in Amendment No. 4. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in Amendment No. 4. Capitalized terms used and not defined in this Amendment No. 5 shall have the meanings set forth in Amendment No. 4.

Item 2. Identity and Background

Item 2 of Amendment No. 4 is supplemented and amended as follows:

This Amendment No. 5 is jointly filed by Boston Avenue Capital LLC, Spencer Capital Opportunity Fund, LP, Heartland Advisors, Inc. and their respective affiliates, as set forth in Amendment No. 4, and Michael J. McConnell.

The principal business office address of Dr. Shubin Stein and the Spencer Entities is 12 East 49th Street, 32nd Floor, New York, New York 10017.

Mr. McConnell is the Chief Executive Officer of Collectors Universe, Inc., a third-party grading and authentication services company, the principal executive offices of which are located at 1921 E. Alton Avenue, Santa Ana, California 92705. The principal business office address of Mr. McConnell is P.O. Box 6280, Newport Beach, California 92658-6280. Mr. McConnell has not during the past five years, (a) been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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. Mr. McConnell is a U.S. citizen.

BAC, the Spencer Entities, Heartland and Messrs. Adelson, Gillman, Heyman, McConnell and Nasgovitz and Dr. Shubin Stein (collectively, the “Reporting Persons”) have entered into a joint filing agreement, dated March 25, 2010 (the “Joint Filing Agreement”), a copy of which is filed herewith as Exhibit 99.1 and which is incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of Amendment No. 4 is supplemented and amended as follows:

As of March 25, 2010, BAC had invested $1,723,694 (including commissions and fees) in the Common Stock. The source of funds for this investment was the working capital of BAC.

As of March 25, 2010, Mr. McConnell had invested $21,225 (including commissions and fees) in the Common Stock. The source of funds for this investment was Mr. McConnell’s personal funds.

Heartland has beneficially owned shares of Common Stock on behalf of private investment advisory clients (collectively, “Client Accounts”) for a number of years, as previously reported on Schedule 13D. As of March 25, 2010, Heartland had acquired an aggregate of 3,263,263 shares of the Company's Common Stock. All shares of Common Stock held by Heartland on behalf of the Client Accounts were purchased with funds provided by the Client Accounts.

As of March 25, 2010, other than as described above and in Amendment No. 4, none of the Reporting Persons had invested in the Company.

 

Item 4. Purpose of Transaction

Item 4 of Amendment No. 4 is supplemented and amended as follows:

On March 19, 2010, SCF, on its own behalf and on behalf of Heartland, the other Spencer Entities and BAC (collectively, the “Committee for Concerned Osteotech, Inc. Stockholders,” or the “Committee”), delivered to the Corporate Secretary of the Company a notice pursuant to Article II, Section 11 of the Company’s Fifth Amended and Restated Bylaws (the “Notice”). The Notice stated the intent of the Committee to nominate four individuals (the “Nominees”) to stand for election to the Board of Directors of the Company (the “Board”) at the Company’s 2010 Annual Meeting of Stockholders (the “Annual Meeting”) and to serve as directors of the Company if elected. Mr. McConnell is a Nominee, along with Mr. Gary L. Alexander, Ms. Michelle Rachael Forrest and Dr. Shubin Stein. Such Nominees, if elected, would constitute a majority of the Board. The Committee believes that such changes in leadership could help maximize stockholder value. The Notice was filed with the SEC on March 19, 2010 and is publicly available via EDGAR at www.sec.gov.

 

9

 

 



CUSIP No. 688582105

 

SCHEDULE 13D

 

 Page 10 of 16 Pages

 

 

 

The Committee may engage in discussions with the Company, its stockholders and others regarding the proposals contained in the Notice. The Committee intends to prepare a proxy statement, solicit proxies and vote such proxies in favor of the proposals contained in the Notice at the Annual Meeting.

Except as set forth above and in Amendment No. 4, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

Item 5 of Amendment No. 4 is supplemented and amended as follows:

The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 18,076,546 shares outstanding, which is the total number of shares of Common Stock outstanding as of March 1, 2010 reported in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 8, 2010.

As of the close of business on March 24, 2010, BAC owned 558,119 shares, or 3.1%, of the Company’s Common Stock. BAC has sole direct voting and dispositive power over these shares. The transactions in the shares of Common Stock by BAC since the filing of Amendment No. 4 are set forth in Attachment A and are incorporated herein by reference.

As of the close of business on March 24, 2010, Mr. McConnell owned 6,000 shares, or less than 1%, of the Company’s Common Stock. Mr. McConnell has sole direct voting and dispositive power over these shares. The transactions in the shares of Common Stock by Mr. McConnell in the past 60 days are set forth in Attachment B and are incorporated herein by reference.

As of the close of business on March 25, 2010, as investment adviser to the Client Accounts, Heartland may be deemed the beneficial owner of 3,263,263 shares, or approximately 18.1%, of the Company’s Common Stock. The clients of Heartland, a registered investment adviser, including a series of a registered investment company and other managed accounts, have the right to receive or the power to direct the receipt of dividends and proceeds from the sale of shares of the Company’s Common Stock held by Heartland included in this Schedule 13D. The Heartland Value Fund, a series of Heartland Group, Inc., a registered investment company, owns 1,502,236 shares, or 8.3%, of the Common Stock of the Company. Any remaining shares of Common Stock disclosed in this filing as owned by Heartland and Mr. Nasgovitz are owned by various other Client Accounts managed by Heartland on a discretionary basis. To the best of Heartland’s knowledge, none of the other Client Accounts own more than 5% of the shares of the Company’s Common Stock presently outstanding.

Heartland, as investment adviser to the Client Accounts, may be deemed to have shared voting power with respect to 2,790,053 shares and shared dispositive power with respect to 3,263,263 shares of Common Stock. Mr. Nasgovitz, as control person of Heartland, may be deemed to have shared voting power with respect to 2,790,053 shares of the Company’s Common Stock and shared dispositive power with respect to 3,263,263 shares and may thus be deemed the indirect beneficial owner of the shares beneficially owned by Heartland. Mr. Nasgovitz specifically disclaims beneficial ownership of such shares. The transactions in the shares of Common Stock by Heartland since Amendment No. 4 are set forth in Attachment C and are incorporated herein by reference.

BAC, Mr. Gillman, Heartland, Mr. Nasgovitz, the Spencer Entities, Dr. Shubin Stein and Mr. McConnell are members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each Reporting Person disclaims beneficial ownership of any shares of Common Stock, other than those shares of Common Stock for which such Reporting Person may exercise direct voting or dispositive power. The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is, for any purpose, the beneficial owner of any securities that are owned by any other Reporting Persons.

 

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

Item 6 of Amendment No. 4 is supplemented and amended as follows:

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D and any amendments hereto. A copy of the Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

On March 25, 2010, BAC, Mr. Gillman, Heartland, Mr. Nasgovitz, Dr. Shubin Stein, the Spencer Entities and Mr. McConnell entered into a joinder agreement (the “Joinder Agreement”) pursuant to which Mr. McConnell was made a party to the agreement dated January 11, 2010 attached to Amendment No. 4 as Exhibit 99.2 and incorporated herein by reference (as modified by the Joinder Agreement, the “Agreement”). Under the Agreement, (a) the signatories thereto agreed to form a “group,” as defined under Section 13(d) of the Exchange Act (the “Group”), for the purpose of seeking to change the composition of the Board of Directors of the Company at the 2010 annual meeting of stockholders and taking such other actions as may be desirable to enhance stockholder value; (b) the Group agreed to the joint filing of this statement and any amendments hereto, in accordance with Rule 13d-1(k)(1)(iii) under the Exchange Act; (c) the Group agreed to share certain expenses; and (d) Dr. Shubin Stein was named as spokesperson for the Group. Any party may terminate its obligations under the Agreement on 24 hours written notice. A copy of the Joinder Agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Except as set forth in response to other Items of this Schedule 13D and in Amendment No. 4, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above and in Item 2 of Amendment No. 4 and between such Reporting Persons and any person with respect to any securities of the Company, including but not limited to, transfer or voting of any of the securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Company.

Item 7. Material to be Filed as Exhibits

Exhibit 99.1

Joint Filing Agreement, dated March 25, 2010, by and among the Reporting Persons relating to the filing of a joint statement on Schedule 13D.

 

10

 

 



CUSIP No. 688582105

 

SCHEDULE 13D

 

 Page 11 of 16 Pages

 

 

 

Exhibit 99.2

Joinder Agreement, dated March 25, 2010, by and among BAC, Mr. Gillman, Heartland, Mr. Nasgovitz, Dr. Shubin Stein, the Spencer Entities and Mr. McConnell.

Exhibit 99.3

Agreement, dated January 11, 2010, by and among BAC, Mr. Gillman, Heartland, Mr. Nasgovitz, Dr. Shubin Stein and the Spencer Entities (Incorporated by reference to Exhibit 99.2 of Amendment No. 4 of the Reporting Perons’s Schedule 13D/A filed with the SEC on January 11, 2010).

Exhibit 99.4

Power of Attorney (Incorporated by reference to Exhibit 2 of Amendment No. 3 of Heartland’s Schedule 13D filed with the SEC on December 28, 2009).

 

11

 

 



 

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 25, 2010

 

 

BOSTON AVENUE CAPITAL LLC

 

 

 

 

By:

/s/ Stephen J. Heyman

 

 

Name:

Stephen J. Heyman

 

 

Title:

Manager

 

 

 

/s/ Stephen J. Heyman

 

STEPHEN J. HEYMAN

 

 

/s/ James F. Adelson

 

JAMES F. ADELSON

 

 

/s/ Charles M. Gillman

 

CHARLES M. GILLMAN

 

 

SPENCER CAPITAL OPPORTUNITY FUND, LP

 

 

 

 

By:

SPENCER CAPITAL PARTNERS, LLC

 

 

General Partner

 

 

 

 

By:

/s/ Kenneth H. Shubin Stein

 

 

Name:

Dr. Kenneth H. Shubin Stein

 

 

Title:

Managing Member

 

 

 

 

 

SPENCER CAPITAL MANAGEMENT, LLC

 

 

 

 

By:

/s/ Kenneth H. Shubin Stein

 

 

Name:

Dr. Kenneth H. Shubin Stein

 

 

Title:

Managing Member

 

 

SPENCER CAPITAL PARTNERS, LLC

 

 

 

 

By:

/s/ Kenneth H. Shubin Stein

 

 

Name:

Dr. Kenneth H. Shubin Stein

 

 

Title:

Managing Member

 

 

 

/s/ Kenneth H. Shubin Stein

 

DR. KENNETH H. SHUBIN STEIN

 

 

 

/s/ Michael J. McConnell

 

MICHAEL J. MCCONNELL

 

 

 

 



 

 

 

 

WILLIAM J. NASGOVITZ

 

 

 

 

By:

/s/ Paul T. Beste

 

 

Name:

Paul T. Beste

 

 

Title:

Attorney-in-Fact for William J. Nasgovitz

(Pursuant to Power of Attorney Previously Filed)

 

 

 

HEARTLAND ADVISORS, INC.

 

 

 

 

By:

/s/ Paul T. Beste

 

 

Name:

Paul T. Beste

 

 

Title:

Chief Operating Officer

 

 

 

 

 



 

 

ATTACHMENT A

Trade Date

Reporting Person

Transaction Type1

# of Shares

Price Per Share ($)

01/12/2010

BAC

Buy

400

$3.2100

01/13/2010

BAC

Buy

12,807

$3.2100

 

 _________________________

1 All trades were made in the open market.

 

 



  

 

ATTACHMENT B

Trade Date

Reporting Person

Transaction Type1

# of Shares

Price Per Share ($)

01/15/2010

MCCONNELL

Buy

2,023

$3.6846

01/19/2010

MCCONNELL

Buy

977

$3.8096

02/05/2010

MCCONNELL

Buy

3,000

$3.3497

 

 

_________________________

 1All trades were made in the open market.

 

 

 

 



 

ATTACHMENT C

 

Trade Date

Reporting Person

Transaction Type

# of Shares

Price Per Share ($)

03/02/2010

HAI

Transfer1

4,000

N/A

03/25/2010

HAI

Buy2

2,500

$4.0646

03/25/2010

HAI

Sell2

20,000

$4.0534

 

 

_________________________

 1These shares were transferred out of a discretionary client account managed by Heartland; as a result, Heartland no longer beneficially owns these shares.

 2These trades were made in the open market.

 


EX-99.1 2 c60817_ex99-1.htm

Exhibit 99.1

JOINT FILING AGREEMENT

This JOINT FILING AGREEMENT is entered into as of March 25, 2010, by and among the signatories hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of common stock, par value $0.01 per share, of Osteotech, Inc., a Delaware corporation, is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: March 25, 2010

 

 

BOSTON AVENUE CAPITAL LLC

 

 

 

 

By:

/s/ Stephen J. Heyman

 

 

Name:

Stephen J. Heyman

 

 

Title:

Manager

 

 

 

/s/ Stephen J. Heyman

 

STEPHEN J. HEYMAN

 

 

/s/ James F. Adelson

 

JAMES F. ADELSON

 

 

/s/ Charles M. Gillman

 

CHARLES M. GILLMAN

 

 

SPENCER CAPITAL OPPORTUNITY FUND, LP

 

 

 

 

By:

SPENCER CAPITAL PARTNERS, LLC

 

 

General Partner

 

 

 

 

By:

/s/ Kenneth H. Shubin Stein

 

 

Name:

Dr. Kenneth H. Shubin Stein

 

 

Title:

Managing Member

 

 

 

 

 

SPENCER CAPITAL MANAGEMENT, LLC

 

 

 

 

By:

/s/ Kenneth H. Shubin Stein

 

 

Name:

Dr. Kenneth H. Shubin Stein

 

 

Title:

Managing Member

 

 

SPENCER CAPITAL PARTNERS, LLC

 

 

 

 

By:

/s/ Kenneth H. Shubin Stein

 

 

Name:

Dr. Kenneth H. Shubin Stein

 

 

Title:

Managing Member

 

 

 

/s/ Kenneth H. Shubin Stein

 

DR. KENNETH H. SHUBIN STEIN

 

 

 

/s/ Michael J. McConnell

 

MICHAEL J. MCCONNELL

 

 

 

 

 



 

 

 

WILLIAM J. NASGOVITZ

 

 

 

 

By:

/s/ Paul T. Beste

 

 

Name:

Paul T. Beste

 

 

Title:

Attorney-in-Fact for William J. Nasgovitz

(Pursuant to Power of Attorney Previously Filed)

 

 

 

HEARTLAND ADVISORS, INC.

 

 

 

 

By:

/s/ Paul T. Beste

 

 

Name:

Paul T. Beste

 

 

Title:

Chief Operating Officer

 

 

 

 

 


EX-99.2 3 c60817_ex99-2.htm

Exhibit 99.2

JOINDER AGREEMENT

 

This Joinder Agreement (“Joinder Agreement”), dated as of March 25, 2010, is entered into by and among each of Kenneth H. Shubin Stein, MD, CFA, Spencer Capital Opportunity Fund, LP, Spencer Capital Partners, LLC, Spencer Capital Management, LLC, Charles M. Gillman, Boston Avenue Capital LLC, William J. Nasgovitz and Heartland Advisors, Inc. (the foregoing persons and entities collectively, the “Original Parties”) and Michael J. McConnell.

 

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Osteotech, Inc., a Delaware corporation (the “Company”);

 

WHEREAS, the Original Parties entered into an agreement dated January 11, 2010 (the “Agreement”) by which the Original Parties formed a group (the “Group”) for the purposes of changing the composition of the Board of Directors of the Company and taking such other actions as may be desirable to enhance shareholder value;

 

WHEREAS, Mr. McConnell has become, together with the Original Parties, a member of the Group formed by the Original Parties as described above; and

 

WHEREAS, the Original Parties and Mr. McConnell wish for Mr. McConnell to become a party to the Agreement by executing and delivering this Joinder Agreement.

 

NOW, IT IS AGREED, in consideration of the foregoing and the mutual promises hereinafter provided and for other good and valuable consideration, and intending to be legally bound, the undersigned hereby agree as follows:

 

 

 

 



 

 

ADDITION OF MR. MCCONNELL AS A PARTY TO THE AGREEMENT

1. Mr. McConnell is hereby added as a party to the Agreement.

2. Mr. McConnell hereby (a) accepts all the terms and conditions set forth in the Agreement; (b) assumes the rights and obligations of a Group member under the Agreement; (c) acknowledges and agrees that he does not have any voting or investment power over, or pecuniary interest in, the shares of the Company held by any other party to the Agreement, except as disclosed in any Schedule 13D filings; and (d) acknowledges that he has retained counsel with respect to his investment in the Company and that he shall bear his own legal fees and expenses associated therewith.

MISCELLANEOUS

3. Except for the change set forth in Section 1 above, the Agreement is in all respects ratified and confirmed; the Agreement and this Joinder Agreement shall effectively constitute one and the same agreement; and all references in the Agreement to “this Agreement” shall be deemed to refer to the Agreement as modified by this Joinder Agreement, unless the context clearly requires otherwise.

4. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

 

 

 



 

 

IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed as of the day and year first above written.

 

Dated: March 25, 2010

 

 

BOSTON AVENUE CAPITAL LLC

 

 

 

 

By:

/s/ Stephen J. Heyman

 

 

Name:

Stephen J. Heyman

 

 

Title:

Manager

 

 

 

/s/ Charles M. Gillman

 

CHARLES M. GILLMAN

 

 

SPENCER CAPITAL OPPORTUNITY FUND, LP

 

 

 

 

By:

SPENCER CAPITAL PARTNERS, LLC

 

 

General Partner

 

 

 

 

By:

/s/ Kenneth H. Shubin Stein

 

 

Name:

Dr. Kenneth H. Shubin Stein

 

 

Title:

Managing Member

 

 

 

 

 

SPENCER CAPITAL MANAGEMENT, LLC

 

 

 

 

By:

/s/ Kenneth H. Shubin Stein

 

 

Name:

Dr. Kenneth H. Shubin Stein

 

 

Title:

Managing Member

 

 

SPENCER CAPITAL PARTNERS, LLC

 

 

 

 

By:

/s/ Kenneth H. Shubin Stein

 

 

Name:

Dr. Kenneth H. Shubin Stein

 

 

Title:

Managing Member

 

 

 

/s/ Kenneth H. Shubin Stein

 

DR. KENNETH H. SHUBIN STEIN

 

 

 

/s/ Michael J. McConnell

 

MICHAEL J. MCCONNELL

 

 

 

 

 



 

 

 

 

WILLIAM J. NASGOVITZ

 

 

 

 

By:

/s/ Paul T. Beste

 

 

Name:

Paul T. Beste

 

 

Title:

Attorney-in-Fact for William J. Nasgovitz

(Pursuant to Power of Attorney Previously Filed)

 

 

 

HEARTLAND ADVISORS, INC.

 

 

 

 

By:

/s/ Paul T. Beste

 

 

Name:

Paul T. Beste

 

 

Title:

Chief Operating Officer

 

 

 

 


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