10-K/A 1 d10ka.htm FORM 10-K AMENDMENT NO. 2 Form 10-K Amendment No. 2
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-K/A

Amendment No. 2

 

x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
     For the fiscal year ended December 31, 2004

 

or

 

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from                      to                     .

 

Commission file number: 0-31271

 

REGENERATION TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware   59-3466543
(State or Other Jurisdiction of
Incorporation or Organization)		   (I.R.S. Employer
Identification No.)

 

11621 Research Circle, Alachua, Florida 32615

(Address of Principal Executive Offices) (Zip Code)

 

(386) 418-8888

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:    None

 

Securities registered pursuant to Section 12(g) of the Act:    Common Stock, par value $0.001

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   x    No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).  Yes  x    No  ¨

 

The aggregate market value of the Common Stock held by non-affiliates of the registrant, based upon the last sale price of the Common Stock reported on the Nasdaq Stock Market as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2004), was approximately $285.0 million.

 

The number of shares of Common Stock outstanding as of June 17, 2005 was 26,735,955.

 

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Explanatory Note

 

Regeneration Technologies, Inc. (the “Company”) is filing this Amendment to its Annual Report on Form 10-K for the year ended December 31, 2004, to correct information in columns (A) and (B) of the Equity Compensation Plan Information Table in Item 12 of Part III. Accordingly, the information included herein is filed to amend and replace the Part III, Item 12 information in the Company’s Form 10-K for the year ended December 31, 2004, as originally filed on March 16, 2005 and as amended by a Form 10-K/A filed on April 29, 2005 (as so amended, the “Previous Filings”).

 

Except for the amendments described above and updates to the most recent practicable date of information regarding the number of outstanding shares and beneficial ownership of our common stock, this Amendment No. 2 to Form 10-K does not modify or update other disclosures in, or exhibits to, the Previous Filings.

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REGENERATION TECHNOLOGIES, INC.

 

FORM 10-K Annual Report

Table of Contents

 

          Page
Part III          
Item 12   

Security Ownership of Certain Beneficial Owners and Management

    1
Part IV          
Item 15   

Exhibits and Financial Statement Schedules

    3

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PART III

 

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

 

Equity Compensation Plan information

 

The following table provides information as of December 31, 2004, with respect to the shares of our common stock that may be issued under our existing equity compensation plan.

 

     (A)    (B)    (C)

Plan Category

    Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights
    Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
    Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column A)

Equity Compensation Plans Approved by Stockholders

    3,095,039    $ 7.91    2,285,060

Equity Compensation Plans Not Approved by Stockholders

    —        —      —  

Total

    3,095,039    $ 7.91    2,285,060

 

The following table sets forth information as of June 17, 2005 regarding the beneficial ownership of our common stock by: (1) each person known by us to own beneficially more than 5% of our outstanding common stock; (2) each of our directors and nominees for director; (3) each executive officer named in the Summary Compensation Table below; and (4) all of our directors and executive officers as a group. Except as otherwise specified, the named beneficial owner has the sole voting and investment power over the shares listed. Unless otherwise indicated, the address of the beneficial owner is: c/o Regeneration Technologies, Inc., 11621 Research Circle, Alachua, Florida 32615.

 

     Shares Beneficially
Vested and Owned(1)

Name and Address of Beneficial Owner

    Number
    Percent

Brian K. Hutchison(2)

    712,200    2.7

Thomas F. Rose(3)

    142,000    *

Roger Rose(4)

    58,000    *

Caroline Hartill(5)

    60,000    *

Joseph W. Condon(6)

    33,000    *

Charles Randal Mills(7)

    —      *

Philip R. Chapman(8)

    1,001,191    3.8

Peter F. Gearen(5)

    45,467    *

Michael J. Odrich(9)

    1,660,592    6.2

David J. Simpson(10)

    28,824    *

Kern Capital Management LLC

114 West 47th Street Suite 1926

New York, NY 10036-1510(11)

    2,359,400    8.8

Gagnon Securities LLC

1370 Avenue of the Americas Suite 2002

New York, NY 10019-4602(12)

    2,353,141    8.8

T. Rowe Price Associates, Inc.  

100 East Pratt Street

Baltimore, MD 21202-1009(13)

    1,828,500    6.8

 

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     Shares Beneficially
Vested and Owned(1)

Name and Address of Beneficial Owner

    Number
    Percent

LBI Group Inc.  

c/o Lehman Brothers Inc.

745 Seventh Avenue

30th Floor

New York, NY 10019(9)

    1,615,085    6.0

Fidelity Management & Research Co.  

1 Federal Street

Boston, MA 02110-2003(14)

    1,339,900    5.0

All executive officers and directors, including those named as a group (10 persons)(15)

    3,741,274    14.0
 * Represents beneficial ownership of less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Shares of common stock issuable pursuant to options, to the extent such options are exercisable or convertible within 60 days after June 17, 2005, are treated as outstanding for purposes of computing the percentage of the person holding such securities but are not treated as outstanding for purposes of computing the percentage of any other person.
(2) Includes options to purchase 676,000 shares of our common stock.
(3) Includes options to purchase 132,000 shares of our common stock.
(4) Includes options to purchase 52,000 shares of our common stock.
(5) Represents options to purchase shares of our common stock.
(6) Includes options to purchase 24,000 shares of our common stock.
(7) Mr. Mills ceased to be employed by us during 2004.
(8) Includes options to purchase 23,296 shares of our common stock. Euro-America-II, L.P. holds 962,559 shares of our common stock and options to purchase 15,336 shares of our common stock, which Mr. Chapman may be deemed to beneficially own by virtue of his position as a partner in a partnership that is a member of the general partner of Euro-America-II, L.P. Mr. Chapman disclaims beneficial ownership of all shares other than those held in his name and to the extent of his pecuniary interest in Euro-America-II, L.P.
(9) Includes options to purchase 14,440 shares of our common stock. We have been advised that Mr. Odrich has investment control with respect to shares of our common stock held by LBI Group, Inc., a wholly-owned subsidiary of Lehman Brothers Holdings, Inc. The LBI holding includes an option to purchase 31,067 shares of our common stock. Mr. Odrich disclaims beneficial ownership of all shares other than those held in his name.
(10) Includes options to purchase 18,667 shares of our common stock. Mr. Simpson also holds 10,000 shares of common stock and his wife owns 157 shares of common stock as part of an individual retirement account. Mr. Simpson disclaims beneficial ownership of all shares other than those held in his name.
(11) Information is derived from the Schedule 13G, dated December 31, 2004 filed by Kern Capital Management LLC with the Securities and Exchange Commission. Such filing states that Kern Capital Management LLC is deemed to have beneficial ownership as of December 31, 2004 of 2,359,400 shares.
(12) Information is derived from the Schedule 13G, dated December 31, 2004 filed by Gagnon Securities LLC with the Securities and Exchange Commission. Such filing states that Gagnon Securities LLC is deemed to have beneficial ownership as of December 31, 2004 of 2,353,141 shares.
(13) Information is derived from the Schedule 13G, dated December 31, 2004 filed by T. Rowe Price Associates, Inc. with the Securities and Exchange Commission. Such filing states that T. Rowe Price Associates, Inc. is deemed to have beneficial ownership as of December 31, 2004 of 1,828,500 shares.
(14) Information is derived from the Schedule 13G, dated December 31, 2004 filed by Fidelity Management & Research Co. with the Securities and Exchange Commission. Such filing states that Fidelity Management & Research Co. is deemed to have beneficial ownership as of December 31, 2004 of 1,339,900 shares.
(15) Includes options to purchase 1,092,273 shares of our common stock.

 

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PART IV

 

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) (3)  Exhibits.

 

The following exhibits are filed as part of this report:

 

31.1    Certification of Brian K. Hutchison, Chairman, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Thomas F. Rose, Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

June 27, 2005

       REGENERATION TECHNOLOGIES, INC.
            By:   /S/    BRIAN K. HUTCHISON        
                Brian K. Hutchison
                Chairman, President and Chief Executive Officer

 

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