8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange act of 1934

Date of Report (Date of earliest event reported)     March 25, 2005

OSTEOTECH, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware	0-19278	13-3357370
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
51 James Way, Eatontown, New Jersey		07724
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code      (732) 542-2800

(Former Name or Former Address, if Changed Since Last Report)

          Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

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Item 1.01 Entry into Material Definitive Agreement

Osteotech, Inc., has a Credit Facility with a U.S. bank that includes a revolving line of credit, a building mortgage loan and a term loan.  Pursuant to an April, 2004 amendment to the credit facility, the revolving line of credit expires on April 30, 2006 at which time all amounts outstanding are due and payable and all remaining commitments are cancelled.

On March 25, 2005 the Credit Facility was amended, effective December 31, 2004, pursuant to which our lender amended the definition of the operating coverage financial ratio, deleted the financial covenants related to working capital and the current and quick ratios, and imposed two new financial covenants related to maximum levels of capital expenditures and liquidity.  To maintain compliance with the new liquidity covenant, we will need to have a certain minimum level of cash, cash equivalents and short-term investments in comparison to our debt level as of the end of each of our fiscal quarters, although there are no restrictions on our use of any of these funds. 

Item 2.02.  Results of Operations and Financial Condition

On March 28, 2005, we issued a press release announcing fourth quarter 2004 and year end revenues and net income.  A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information furnished herewith pursuant to Item 9.01 of this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.      Description

99.1          Press Release of Osteotech, Inc. dated March 28, 2005.

99.2          Fourth Allonge to Loan and Security Agreement among Fleet National Bank, Successor in Interest to Summit Bank, Osteotech, Inc., Osteotech S.A. and OST Developpement dated March 25, 2004.

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  March 28, 2005
	OSTEOTECH, INC.
	(Registrant)
	By:	/s/ Michael J. Jeffries
		Michael J. Jeffries
		Executive Vice President,
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

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EX-99.1

Ex 99.1

51 James Way, Eatontown, New Jersey 07724 USA • 1-800-537-9842

FOR IMMEDIATE RELEASE	Contact:  Michael J. Jeffries
	(732) 542-2800
March 28, 2005
	NASDAQ Symbol:  OSTE

OSTEOTECH REPORTS FOURTH QUARTER 2004 RESULTS;
INCREASES 2005 EARNINGS GUIDANCE

Osteotech, Inc. announced today that revenues in the fourth quarter and year ended December 31, 2004 were $20,443,000 and $88,577,000, respectively.  This compares to revenues of $24,027,000 and $94,433,000 in the fourth quarter and year ended December 31, 2003, respectively.  On January 6, 2005, the Company announced that it expected revenues for the year ended December 31, 2004 to be in a range of $86.5 million to $87.5 million.  Effective June 30, 2004, the Company exited the metal spinal implant business.  As a result, there were no revenues in the fourth quarter 2004 from this product line, but there were revenues of $1,714,000 in the year ended December 31, 2004 from this product line.  Revenues from the metal spinal implant product line in the fourth quarter and year ended December 31, 2003 were $1,483,000 and $4,907,000, respectively.  The balance of the decline in revenues in both periods is attributed to lower unit volume in the domestic Grafton® DBM and Graftech® Bio-implant product lines.

Domestic revenues in the fourth quarter and year ended December 31, 2004 were $17,639,000 and $77,317,000, respectively, as compared to $21,753,000 and $86,070,000 in the fourth quarter and year ended December 31, 2003, respectively.  Revenues from international operations were $2,804,000 and $11,260,000 in the fourth quarter and year ended December 31, 2004, respectively, and were $2,274,000 and $8,363,000 in the fourth quarter and year ended December 31, 2003, respectively.

Net loss in the fourth quarter 2004, which included a pre-tax gain of $1,100,000 related to the sale of inventory and intellectual property of the Ovation™ Polyaxial System and a pre-tax charge of $5,853,000 for impaired assets and reserves for remediation of our former processing facility, was $4,623,000 or $.27 diluted net loss per share.  For the year ended December 31, 2004, the Company incurred a net loss of $5,283,000, or $.31 diluted net loss per share.  On January 6, 2005, the Company announced that it expected to incur a diluted net loss per share for the year ended December 31, 2004 in the range of $.28 to $.31.  In addition to the gain from the sale of the Ovation™ System and the charge for impaired assets, the net loss for the year included a pre-tax charge of $1,998,000 related to the exit from the metal spinal implant business, severance costs of $650,000, and the reversal of estimated excess purchase commitment penalties of $479,000 associated with the settlement of a lawsuit with Alphatec Manufacturing, Inc.  The Company had net income of $6,380,000 and $10,867,000, or $.37 and $.62 diluted net income per share, in the fourth quarter and year ended December 31, 2003, respectively.  Both the fourth quarter and year ended December 31, 2003 included an after tax gain from the settlement of the GenSci patent infringement lawsuit of $4,500,000, or $.26 diluted net income per share.

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Richard W. Bauer, Osteotech Chief Executive Officer, stated, “The results reported for the fourth quarter and the full year continues to be a disappointment to all of us at Osteotech.  However, as I have previously stated, we have instituted a number of programs aimed at turning our domestic tissue business around and to restore our revenue and profit growth.  We are aggressively pursuing those programs and are beginning to see progress made toward achieving our goals as these programs begin to take hold and become effective.  We expect this process to continue throughout 2005 and for us to enter 2006 positioned for a continuation of our revenue growth and restored profitability.”

Mr. Bauer further stated, “In our press release of January 6, 2005, we indicated preliminary guidance for 2005 of revenues to be in a range of $94 million to $98 million and that we expected to incur a diluted net loss per share in a range of $.45 to $.48.  At that time, we also stated that the Company had elected early adoption of Statement of Financial Accounting Standards No. 151, “Inventory Costs” and that adopting this standard would likely result in the Company expensing between $7.5 million and $8.0 million in costs during 2005, that otherwise would have been capitalized as part of our inventory valuations.  Upon further review and analysis, we now believe that adopting Standard No. 151 will not have a material impact on our inventory valuations.  Therefore, as a result of this and an updated assessment of our internal projections, we continue to maintain our 2005 revenue guidance of $94 million to $98 million but are revising our diluted net loss per share from $.45 to $.48 to now be in a range of $.25 to $.28.”

The Company has a credit facility with a bank, which includes the requirement that we comply with certain financial covenants.  In a Form 8-K that we filed with the SEC on January 6, 2005, we disclosed that we believed it was likely that we would fail to comply with one of the covenants in our credit facility.  In March, 2005, the credit facility was amended, effective December 31, 2004, eliminating and/or modifying certain of the financial covenants in effect at that time and adding two new covenants.  As a result, at December 31, 2004, the Company was in compliance with the amended financial covenants and based on current internal projections and assessments, expects to be in compliance with these covenants during 2005.

Consolidated gross profit margins were approximately 30% and 41% in the fourth quarter and year ended December 31, 2004, respectively, as compared to approximately 51% and 55% in the same periods of 2003, respectively.  Margins in 2004 were negatively affected by the charge for impaired assets and lower domestic Grafton® DBM and Graftech® Bio-implant unit volumes.  Additionally, margins in 2004 were also negatively impacted by the charge related to the Company’s exit from the metal spinal implant business.

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DBM Segment revenues were $11,473,000 and $45,790,000 in the fourth quarter and year ended December 31, 2004, respectively, as compared to $11,128,000 and $46,294,000 in the same periods of 2003, respectively.  Segment revenues consist of:

DBM Segment Revenues

		Fourth Quarter Ended December 31,				Year Ended December 31,
		2004		2003		2004		2003
		(Dollars in Thousands)
Domestic:
	Grafton® DBM	$	8,837	$	9,096	$	35,282	$	39,071
	Private Label		1,046		633		4,059		2,267
			9,883		9,729		39,341		41,338
International:
	Grafton® DBM		1,590		1,399		6,449		4,956
Total Segment Revenues		$	11,473	$	11,128	$	45,790	$	46,294

The decline in domestic Grafton® DBM revenues is a result of lower unit volume.  The increases in private label DBM revenues and international revenues of Grafton® DBM is a result of greater penetration of international markets and the addition of a second private label product in April, 2004.

DBM Segment operating income declined to $1,133,000 and $4,383,000 in the fourth quarter and year ended December 31, 2004, respectively, as compared to $10,228,000 and $20,646,000 in the same periods of last year, respectively.  Operating income in both periods of 2003 included $7.5 million from the settlement of the GenSci patent infringement lawsuit.  The remainder of the decline is attributable to the decline in domestic Grafton® DBM revenues and a corresponding decline in gross profit margins, which results from the under absorption of costs due to lower unit volume of production.

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Base Tissue Segment revenues were $8,607,000 and $39,330,000 in the fourth quarter and year ended December 31, 2004, respectively, as compared to revenues of $10,878,000 and $41,465,000 in the same periods of last year, respectively.  The Segment’s revenues consist of:

Base Tissue Segment Revenues

		Fourth Quarter Ended December 31,				Year Ended December 31,
		2004		2003		2004		2003
		(Dollars in Thousands)
Domestic:
	Traditional Tissue Processing And Direct Distribution	$	3,120	$	4,530	$	15,834	$	16,670
	Graftech® Bio-implants		4,523		5,840		19,820		22,639
			7,643		10,370		35,654		39,309
International:
	Traditional Tissue Processing And Direct Distribution		964		508		3,676		2,156
Total Segment Revenues		$	8,607	$	10,878	$	39,330	$	41,465

The decline in domestic revenues were primarily caused by the processing of fewer donors for clients and lower demand for Graftech® Bio-implants.  The Segment’s international revenues increased due to increasing market penetration and expansion into new geographic markets.

The Base Tissue Segment incurred operating losses of $7,288,000 and $9,282,000 in the fourth quarter and year ended December 31, 2004, respectively, as compared to operating income of $1,037,000 and $2,703,000 in the same periods of last year, respectively.  This year’s operating losses include the charge for impaired assets and were further caused by declines in Graftech® Bio-implant revenues and related declines in gross profit margins due to the under absorption of costs because of lower unit production.

Mr. Bauer will host a conference call on March 29, 2005 at 3:00 pm Eastern Time to discuss fourth quarter results.  You are invited to listen to the conference call by dialing 706-634-5453. The conference will also be simultaneously Web Cast at http://www.osteotech.com.  Automated playback will be available two hours after completion of the live call, through 11:59 pm Eastern Time, April 5, 2005, by dialing 706-645-9291 and indicating access code 5012298.

Certain statements made throughout this press release that are not historical facts contain forward-looking statements (as such are defined in the Private Securities Litigation Reform Act of 1995) regarding the Company’s future plans, objectives and expected performance.  Any such forward-looking statements are based on assumptions that the Company believes are reasonable, but are subject to a wide range of risks and uncertainties and, therefore, there can

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be no assurance that actual results may not differ materially from those expressed or implied by such forward-looking statements.  Factors that could cause actual results to differ materially include, but are not limited to, our ability to comply with the financial covenants contained in the credit facility with our bank, differences in anticipated and actual product and service introduction dates, the ultimate success of those products in the market place, the continued acceptance and growth of current products and services, the impact of competitive products and services, the availability of sufficient quantities of suitable donated tissue and the success of cost control and margin improvement efforts. Certain of these factors are detailed from time to time in the Company’s periodic reports (including the Annual Report on Form 10-K for the year ended December 31, 2004) filed with the Securities and Exchange Commission.  All information in this press release is as of March 28, 2005 and the Company undertakes no duty to update this information.

Osteotech, Inc., headquartered in Eatontown, New Jersey, is a leading provider of human bone and bone connective tissue for transplantation and an innovator in the development and marketing of biomaterial and implant products for musculoskeletal surgery.  For further information regarding Osteotech or this press release, please go to Osteotech’s website homepage at www.osteotech.com and to Osteotech’s Financial Information Request Form website page at www.osteotech.com/finrequest.htm.

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OSTEOTECH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share data)

			Three Months Ended December 31,						Year Ended December 31,
			2004			2003			2004			2003
Net revenues:
	Service		$	20,080		$	22,006		$	85,120		$	87,759
	Product			363			2,021			3,457			6,674
				20,443			24,027			88,577			94,433
Cost of services				14,860			10,075			49,686			37,034
Cost of products				(599	)		1,615			2,816			5,037
				14,261			11,690			52,502			42,071
Gross profit				6,182			12,337			36,075			52,362
Marketing, selling, general and administrative				10,259			8,913			38,127			37,786
Research and development				1,390			924			4,578			3,944
				11,649			9,837			42,705			41,730
Income (charge) from litigation settlement							7,500						7,500
Operating income (loss)				(5,467	)		10,000			(6,630	)		18,132
Interest expense, net				(18	)		(181	)		(377	)		(963	)
Gain on sale of patents				575						575
Other				292			385			302			577
Income (loss) before income taxes				(4,618	)		10,204			(6,130	)		17,746
Income tax provision (benefit)				5			3,824			(847	)		6,879
Net income (loss)			$	(4,623	)	$	6,380		$	(5,283	)	$	10,867
Earnings (loss) per share:
		Basic	$	(.27	)	$	.37		$	(.31	)	$	.64
		Diluted	$	(.27	)	$	.37		$	(.31	)	$	.62
Shares used in computing earnings (loss) per share:
		Basic		17,165,606			17,071,710			17,146,127			17,059,495
		Diluted		17,165,606			17,363,816			17,146,127			17,520,959

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OSTEOTECH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(dollars in thousands)

		December 31
		2004		2003
Assets
Cash, cash equivalents and short-term investments		$	13,391	$	15,326
Accounts receivable, net			14,795		15,187
Deferred processing costs			36,049		29,013
Inventories			1,202		3,581
Other current assets			5,595		7,345
	Total current assets		71,032		70,452
Property, plant and equipment, net			37,447		47,107
Other assets			7,925		9,654
		$	116,404	$	127,213
Liabilities and Stockholders’ Equity
Accounts payable and accrued expense		$	11,532	$	11,407
Current portion of long-term debt			2,661		2,661
	Total current liabilities		14,193		14,068
Long-term debt			10,076		13,262
Other liabilities			740		3,663
	Total liabilities		25,009		30,993
Stockholders’ equity			91,395		96,220
		$	116,404	$	127,213

# # #

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EX-99.2

Ex 99.2

FOURTH ALLONGE
to
AGREEMENT OF AMENDMENT
TO
LOAN AND SECURITY AGREEMENT, MORTGAGE,
ASSIGNMENT OF LEASES
AND OTHER DOCUMENTS

          This modification (“Fourth Allonge to Agreement of Amendment”) made this 24th day of March, 2005 to the Agreement of Amendment to Loan and Security Agreement, Mortgage, Assignment of Leases and Other Documents effective March 13, 2002, as amended (“Agreement of Amendment”) among FLEET NATIONAL BANK, A Bank of America Company, 750 Walnut Avenue, Cranford, New Jersey 07016 (“Lender”); OSTEOTECH, INC., a Delaware Corporation, OSTEOTECH, S.A., and OST DEVELOPPEMENT, S.A., each a Corporation of France (jointly and severally “Borrower”) and to which Agreement of Amendment these presents are so firmly affixed as to become a part thereof.

          1.  Notwithstanding anything to the contrary set forth in the Loan Agreement (as defined in the Agreement of Amendment) the Loan Agreement is hereby amended as follows:

A.  The following is added as a Definition in the preamble:
	“Fixed Charge Cove rage Ratio” - as defined in Section 7.15
B. Section 7.12 Working Capital is hereby deleted in its entirety.
C. Section 7.13 Current Ratio is hereby deleted in its entirety.
D.  Section 7.21 Maintenance of Minimum Quick Ratio is hereby deleted in its entirety.
E.  The following is added as Section 7.22:
	Section 7.22  Capital Expenditures.
		The Borrower is not to enter into any agreement to purchase or pay for, or become obligated to pay for, capital expenditures or capital leases requiring payment in an amount aggregating in excess of $2,000,000.00 during any fiscal year, commencing January 1, 2004.

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F.  The following is added as Section 7.23:
	Section 7.23 Liquidity to Senior Funded Debt Ratio
		Borrower is not to cause or permit its ratio of cash, cash equivalents and marketable securities to Senior Funded Debt (as defined in Section 1.4(k) of the Loan Agreement), to be less than:
		85:1  as of December 31, 2004, March 31, 2005 and June 30, 2005;
		1.15:1 as of September 30, 2005 and December 31, 2005; and
		1.50:1 as of March 31, 2006 and as of the end of each calendar quarter thereafter.

          2.  Notwithstanding anything to the contrary set forth in the Agreement of Amendment, the Agreement of Amendment is hereby amended as follows:

A.  Paragraph 3D(15) (relating to Section 6.15 of the Loan Agreement) is hereby amended by the addition of a new section 6.15(f), as follows:
		6.15(f)  Amendment Fee.  The Borrower is to pay to Lender an amendment fee of $50,000.00 payable upon execution of the Fourth Allonge to Agreement of Amendment.
	B.  Paragraph 3D(22) (relating to Section 7.15 of the Loan Agreement) is hereby deleted in its entirety and amended to read as follows:
	Section 7.15 Fixed Charge Coverage Ratio
	Osteotech, Inc. is not to cause or permit any of the following:
		(a) For the first quarter of 2002, the earnings before interest, taxes, depreciation and amortization of Osteotech, Inc. and its Subsidiaries (“EBITDA”) to be less than $1,100,000.00 (the fee payable pursuant to Section 6.15(b), attorneys' fees payable by the Borrower hereunder, appraisal fees, collateral review exam fees, counsel fees payable by the Borrower to implement the pledge of stock set forth in Article 4(c) and related expenses (“Excluded Expenses”)) are not to be included in this determination);
		(b) For the second quarter of 2002, EBITDA to be less than $1,920,000.00 (Excluded Expenses are not to be included in this determination);
		(c) For the third quarter of 2002, the ratio of (x) EBITDA less capital expenditures, less cash taxes (multiplied by 4)

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to (y) the current maturities of long term debt plus interest expense, to be less than 1:1 (Excluded Expenses are not to be included in this determination);

(d) For the fourth quarter of 2002, a minimum EBITDA of $1,570,000.00 (Excluded Expenses are not to be included in this determination);

(e) For the first quarter of 2003, the ratio of (x) EBITDA for such quarter less capital expenditures, less cash taxes (all multiplied by 4) to (y) the current maturities of long term debt plus (first quarter interest expense multiplied by 4), to be less than 1:1 (Excluded Expenses are not to be included in this determination);

(f) For the second quarter of 2003, the ratio of (x) EBITDA for the first and second quarters of 2003 less capital expenditures, less cash taxes (all divided by 2 and then multiplied by 4) to (y) the current maturities of long term debt plus (interest expense for the first and second quarters divided by 2 and then multiplied by 4), to be less than 1:1 (Excluded Expenses are not to be included in this determination); 

(g) For the third quarter of 2003, the ratio of (x) EBITDA for the first, second and third quarters of 2003 less capital expenditures, less cash taxes (all divided by 3 and then multiplied by 4) to (y) the current maturities of long term debt plus (interest expense for the first, second and third quarters divided by 3 and then multiplied by 4), to be less than 1.25:1 (Excluded Expenses are not to be included in this determinatio n);

(h) For the fourth quarter of 2003, the ratio of (x) EBITDA for the first, second, third and fourth quarters of 2003 less capital expenditures, less cash taxes to (y) the current maturities of long term debt plus interest expense for the first, second, third and fourth quarters, determined on a rolling four quarter basis, to be less than 1.25:1 (Excluded Expenses are not to be included in this determination); 

(i) For each of the first three quarters of 2004, the ratio of (x) EBITDA less capital expenditures less cash taxes to (y) the current maturities of long term debt plus interest expense, determined on a rolling four quarter basis, to be less than 1.25:1 (Excluded Expenses are not to be included in this determination); or

(j) For the fourth quarter of 2004 and for all quarterly periods thereafter, the ratio of (x) EBITDA less cash taxes to (y) the current maturities of long term debt plus interest expense, determined on a rolling four quarter basis, to be less than 1.50:1. Each such rolling four quarterly period shall be appropriately adjusted to include the absolute value

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of: (i) a $4,400,000.00 single non-cash charge approved by Lender, (ii) a $1,000,000.00 single non-cash charge relating to the Borrower’s Inventory approved by Lender by reason of the Borrower’s adoption of FASB 151 and (iii) a single $1,500,000.00 cash charge approved by Lender.

Non-compliance by the Borrower with its prior covenant that its ratio of EBITDA less capital expenditures, less cash taxes (multiplied by 4) to the current maturities of long term debt plus interest expense be not less than 1:1 for the third quarter of 2002 is hereby waived by Lender.  Such waiver shall be without prejudice in the event of any other Default hereunder. Such waiver is also not to be deemed a waiver of any further or other non-compliance or Default.  Non-compliance by the Borrower with its prior covenant of a minimum EBITDA of $1,570,000 for the fourth quarter of 2002 is hereby waived by Lender.  Such waiver shall be without prejudice in the event of any other Default hereunder.  Such waiver is also not to be deemed a waiver of any further or other non-compliance or Default.

All of the foregoing is to be determined in accordance with generally accepted accounting principles consistently applied.

          Except as specifically modified herein, all of the terms and conditions of the Agreement of Amendment, as amended, Loan Agreement, and the certificates and other Loan Documents executed in connection therewith, shall remain in full force and effect and any term in initial capitals and not otherwise defined herein shall have the meaning ascribed thereto in the Agreement of Amendment.

          IN WITNESS WHEREOF, the parties have signed this Fourth Allonge to Agreement of Amendment.

Witness:	OSTEOTECH, INC.
	A Delaware Corporation
/s/ Mark Burroughs	By: /s/Michael J. Jeffries
Print Name: Mark Burroughs	Print Name: MICHAEL J. JEFFRIES
Title:	Title:	Executive Vice President
Witness:	OSTEOTECH, S.A.
	A Corporation of France
/s/ Mark Burroughs	By: /s/Michael J. Jeffries
Print Name: Mark Burroughs	Print Name: MICHAEL J. JEFFRIES
Title:	Title:	Managing Director

Signatures continued

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      continuation of signatures to Fourth Allonge to Agreement of Amendment to Loan and Security Agreement, Mortgage, Assignment of Leases and Other Documents

Witness:	OST DEVELOPPEMENT, S.A.
	A Corporation of France
/s/ Mark Burroughs	By: /s/Michael J. Jeffries
Print Name: Mark Burroughs	Print Name: MICHAEL J. JEFFRIES
Title:	Title:	Managing Director
Witness:	FLEET NATIONAL BANK
	A Bank of America Company
/s/ William T. Franey	By: /s/Kerri A. Finnegan
Print Name: William T. Franey	Print Name: Kerri A. Finnegan
Title: Senior Vice President	Title: Vice President

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