8-K 1 v155005_8k.htm Unassociated Document
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
_____________________
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): July 15, 2009
 
Forticell Bioscience, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
DE
0-27368
11-3068704
(State or other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
3960 Broadway
New York, NY
10032
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant's telephone number, including area code: (646) 218-1885
 
(Former name or former address, if changed from 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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
 

 



Item 7.01 Regulation FD Disclosure.
 
Under the Bankruptcy Code and related rules, we are required to file certain information and reports with the Court. We are filing this Report on Form 8K for our monthly periodic financial reporting as permitted under the SEC’s Release No. 34-9660.17. The release applies to “[i]ssuers which have ceased or severely curtailed their operations” and for whom it would be “extremely difficult” to comply fully with the Exchange Act. Due to our previous lack of debtor-in-possession financing and lack of other resources we can not foresee meeting our normal filing deadlines otherwise in the immediate future. Exhibit 99.1 to this Report is the Monthly Operating Report (excluding supporting data) as filed with the Bankruptcy Court. Our informational filings with the Bankruptcy Court, including the full Monthly Operating Report, should be available to the public at the office of the U.S. Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, NY 10004. We have filed with the Court our required Monthly Operating Report for the period commencing June 1, 2009 and ending June 30, 2009 in a form prescribed by the United States Trustee for the Southern District of New York.
 
Cautionary Statements Regarding Financial and Operating Data
 
Investors and potential investors should not place undue reliance upon the information contained in the Monthly Operating Report, which contain unaudited information, is in the format prescribed by applicable bankruptcy laws, and were not prepared for investment purposes. The Monthly Operating Report contains financial statements and other financial information that have not been audited or reviewed by independent accountants and may be subject to further reconciliation, revision and adjustments. There can be no assurance that, from the perspective of an investor or potential investor in our securities, the Monthly Operating Report is complete. The Monthly Operating Report contains information for periods which are shorter or otherwise different from those required in our reports pursuant to the Exchange Act, and such information might not be indicative of our financial condition or operating results for the period that would be reflected in our financial statements or in its reports under the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.
 
Cautionary Statements Regarding Forward-Looking Statements
 
This report (including the exhibit hereto), contains predictions, projections and other statements about the future that are intended to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, but are not limited to, those described in this report (including the exhibit hereto), our 2007 Annual Report on Form 10-KSB, and its Quarterly Reports on Form 10-Q, as well as the following: the effects of the our chapter 11 filing on us and the interests of its various creditors, equity holders and other constituents; Bankruptcy Court rulings in the chapter 11 case and the outcome of the proceeding in general; the length of time the Company will operate under the chapter 11 proceeding; the risks that the conditions and deadlines for confirmation of the chapter 11 plan of reorganization will be satisfied; increased legal costs related to the chapter 11 case and other litigation; our ability to maintain contracts that are critical to its operations, to obtain and maintain normal terms with suppliers and service providers and to retain key executives; our ability to manage costs, maintain adequate liquidity, maintain compliance with debt covenants and continue as a going concern; the risk that the chapter 11 case could be converted into a chapter 7 liquidation; and the risks related to trading in our common stock, and which we may expect to be canceled upon emergence from chapter 11. These forward-looking statements speak only as of the date of this report, and we disclaim any obligation or undertaking to update such statements. In assessing forward-looking statements contained in this report, readers are urged to read carefully all such cautionary statements.




 
 

 


Item 9.01  Financial Statements and Exhibits
 
99.1     Forticell Bioscience, Inc. Monthly Operating Report for the period June 1, 2009 through June 30, 2009 (unaudited), filed with the United States Bankruptcy Court for the Southern District of New York.


 
 

 



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Forticell Bioscience, Inc.
(Registrant)
 
Date: July 17, 2009
By:
/s/ Alan W. Schoenbart
   
Chief Executive Officer