-----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, W2l3CNZJAenLi47R2rvbVXv9lh3Z8Awm0b7kHPOVUlDvTsCMrV37f8ERWI3Od5Lt ZrUHSxQ1RZ2syojbxbteOQ== /in/edgar/work/0000947871-00-000737/0000947871-00-000737.txt : 20001117 0000947871-00-000737.hdr.sgml : 20001117 ACCESSION NUMBER: 0000947871-00-000737 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001116 GROUP MEMBERS: SULZER AG GROUP MEMBERS: SULZER MEDICA LTD GROUP MEMBERS: SULZER MEDICA LTD. GROUP MEMBERS: SULZER MEDICA USA HOLDING CO. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TUTOGEN MEDICAL INC CENTRAL INDEX KEY: 0000816949 STANDARD INDUSTRIAL CLASSIFICATION: [5047 ] IRS NUMBER: 593100165 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41686 FILM NUMBER: 771455 BUSINESS ADDRESS: STREET 1: 1719 ROUTE 10 STE 314 STREET 2: STE 130 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-359-84 MAIL ADDRESS: STREET 1: 10500 UNIVERSITY CTR DR STREET 2: STE 130 CITY: TAMPA STATE: FL ZIP: 33612 FORMER COMPANY: FORMER CONFORMED NAME: BIODYNAMICS INTERNATIONAL INC DATE OF NAME CHANGE: 19930611 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BIODYNAMICS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SULZER MEDICA LTD CENTRAL INDEX KEY: 0001041073 STANDARD INDUSTRIAL CLASSIFICATION: [3841 ] 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 SC 13D 1 0001.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Tutogen Medical, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 90110710 - -------------------------------------------------------------------------------- (CUSIP Number) David S. Wise, Esq. Sulzer Medica USA Inc. 3 East Greenway Plaza, Suite 1600 Houston, Texas 77046 Telephone: (713) 561-6365 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 2, 2000 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g), check the following box [ ]. 1 - ----------------------------- ------------------------- CUSIP No. 90110710 13D Page 2 of 11 Pages ------------ --- ---- - ----------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (Entities Only) Sulzer AG 98-0109623 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Switzerland - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 --------------------------------------------------------- NUMBER OF 8 Shared Voting Power SHARES BENEFICIALLY 1,344,670 shares of Common Stock OWNED BY --------------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING PERSON WITH 0 --------------------------------------------------------- 10 Shared Dispositive Power 1,344,670 shares of Common Stock - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,344,670 shares of Common Stock - -------------------------------------------------------------------------------- 12 Check box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 9.6% - -------------------------------------------------------------------------------- 14 Type of Reporting person CO - -------------------------------------------------------------------------------- - ----------------------------- ------------------------- CUSIP No. 90110710 13D Page 3 of 11 Pages ------------ --- ---- - ----------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (Entities Only) Sulzer Medica Ltd. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Switzerland - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 --------------------------------------------------------- NUMBER OF 8 Shared Voting Power SHARES BENEFICIALLY 1,344,670 shares of Common Stock OWNED BY --------------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING PERSON WITH 0 --------------------------------------------------------- 10 Shared Dispositive Power 1,344,670 shares of Common Stock - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,344,670 shares of Common Stock - -------------------------------------------------------------------------------- 12 Check box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 9.6% - -------------------------------------------------------------------------------- 14 Type of Reporting person CO - -------------------------------------------------------------------------------- - ----------------------------- ------------------------- CUSIP No. 90110710 13D Page 4 of 11 Pages ------------ --- ---- - ----------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (Entities Only) Sulzer Medica USA Holding Co. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Switzerland - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 --------------------------------------------------------- NUMBER OF 8 Shared Voting Power SHARES BENEFICIALLY 1,344,670 shares of Common Stock OWNED BY --------------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING PERSON WITH 0 --------------------------------------------------------- 10 Shared Dispositive Power 1,344,670 shares of Common Stock - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,344,670 shares of Common Stock - -------------------------------------------------------------------------------- 12 Check box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 9.6% - -------------------------------------------------------------------------------- 14 Type of Reporting person CO - -------------------------------------------------------------------------------- Item 1. Security and Issuer The class of equity securities to which this statement relates is the common stock, par value $0.01 (the "Common Stock"), of Tutogen Medical, Inc., a Florida corporation (the "Issuer"). The principal executive offices of the Issuer are located at 925 Allwood Road, Clifton, New Jersey 07012. Item 2. Identity and Background The names of the persons filing this statement is Sulzer AG, a corporation established under the laws of Switzerland, Sulzer Medica Ltd., a corporation established under the laws of Switzerland, and Sulzer Medica USA Holding Co., a corporation established under the laws of the State of Delaware (collectively herein referred to as the "Sulzer Entities"). Sulzer AG owns approximately 74% of the outstanding common shares of Sulzer Medica Ltd. Sulzer Medica Ltd. owns all of the outstanding common stock of Sulzer Medica USA Holding Co. The Sulzer Entities are filing this Schedule jointly pursuant to Section 13-d(1)(K) of the Securities and Exchange Act of 1934, as amended. The principal offices of Sulzer AG and Sulzer Medica Ltd. are located at Zurcherstrasse 12, 8401 Winterhur, Switzerland. The principal offices of Sulzer Medica USA Holding Co. are located at 3 East Greenway Plaza, Suite 1600, Houston, Texas 77046. Sulzer Medica Ltd.'s and Sulzer Medica USA Holding Co.'s principal business is the design, development, manufacture and marketing of a broad range of orthopedic and cardiovascular products, with a focus on implantable medical products and materials technology. The directors and executive officers of each of the Sulzer Entities are set forth on Schedule I attached hereto. Schedule I sets forth the following information with respect to each such person: i. name; ii. residence or business address; iii. present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and iv. citizenship. During the last five years, none of the Sulzer Entities nor any of their executive officers or members of the board of directors have been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was 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. Item 3. Source and Amount of Funds or Other Consideration On October 31, 2000, Sulzer Medica USA Holding Co. and Kleinwort Benson European Mezzanine Fund L.P. entered into a Stock Purchase Agreement (the "Purchase Agreement"), pursuant to which Sulzer Medica USA Holding Co. agreed to purchase 1,094,670 5 shares of Common Stock for a total cash price of $6,294,352.50 on November 2, 2000. The funds used to purchase the shares were generated from working capital. Item 4. Purpose of Transaction Sulzer Medica USA Holding Co. purchased the Common Stock for the purpose of making a long-term investment in the Issuer. The Sulzer Entities may explore additional investments in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Based on such review, Sulzer Medica will take such actions in the future as Sulzer Medica may deem appropriate in light of the circumstances existing from time to time. On that basis, the Sulzer Entities may make further investments in the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Sulzer Entities may determine to dispose of some or all of the Common Stock currently owned by them or otherwise acquired by them either in the open market or in privately negotiated transactions. Item 5. Interest in Securities of the Issuer (a) As a result of the relationship among Sulzer AG, Sulzer Medica Ltd. and Sulzer Medica USA Inc, each may be deemed to be the beneficial owner of 1,344,670 shares of Common Stock. Sulzer Medica USA Holding Co. has been informed by the Issuer that as of September 30, 2000, there were 14,065,088 shares of Common Stock outstanding. Based on that information, on November 2, 2000, the Sulzer Entities own approximately 9.6% of the outstanding shares of the Issuer's Common Stock. To the knowledge of each of the Sulzer Entities, there are no shares of Common Stock that are beneficially owned by any person listed on Schedule I, II or III hereto. (b) Based on the relationship among the Sulzer Entities, each may have shared power to vote or to direct the vote and to dispose or direct the disposition of the 1,344,670 shares of Common Stock. (c) Except as disclosed herein, there have been no transactions by Sulzer Medica in securities of the Issuer during the past sixty days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understanding of Relationships with Respect to Securities of the Issuer As described in Item 3 herein, Sulzer Medica USA Holding Co. has purchased 1,094,670 shares of Common Stock pursuant to the Purchase Agreement. 6 Item 7. Material to be Filed as Exhibits Exhibit 7.1 Stock Purchase Agreement, dated as of October 31, 2000, by and between Kleinwort Benson European Mezzanine Fund L.P. and Sulzer Medica USA Holding Co. Exhibit 99.1 Joint Filing Agreement. 7 SIGNATURE 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. Dated: November 13, 2000 SULZER AG By: /s/ Roman Beran -------------------------------------- Name: Roman Beran Title: Deputy Vice President and General Counsel, Head of Legal Department By: /s/ Kurt Haegi -------------------------------------- Name: Kurt Haegi Title: Secretary General SIGNATURE 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. Dated: November 13, 2000 SULZER MEDICA LTD. By: /s/ Andre P. Buchel -------------------------------------- Name: Andre P. Buchel Title: Chief Executive Officer By: /s/ Vanessa Oelz -------------------------------------- Name: Vanessa Oelz Title: Secretary General SIGNATURE 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. Dated: November 13, 2000 SULZER MEDICA USA HOLDING CO. By: /s/ David S. Wise -------------------------------------- Name: David S. Wise Title: Secretary SCHEDULE I The name and position of each of the members of the board of directors or executive officers of Sulzer AG are set forth below. Each of these persons is a citizen of the United States of America unless otherwise noted.
Position with Sulzer AG Name Residence or Business Address and Principal Occupation - ---- ----------------------------- ------------------------ Peter Spalti Winterthur Insurance Co. Director; General Guisan-Strasse 40 Chairman of the Board, CH8401 Winterthur, Switzerland Winterthur Insurance Co. Georges Blum Unigestion Holding Director; Rue de Jargonnant 2 Vice Chairman of the Board, CH1211 Geneva, Switzerland Unigestion Holding Reto R. Demeniconi Clos des Mesanges Director; CH1807 Blonay, Switzerland Private person Jan Kleinewefers Kleinewefers Beteiligungs-GmbH Director; German citizen P.O. Box 200265 Managing Director, D47835 Krefeld, Germany Kleinewefers Beteiligungs-GmbH Bernard Koechlin Zschokke Holding Ltd. Director; 42, rue du 31 December Chairman and CEO, Geneva, Switzerland Zschokke Holding Ltd. Erich Muller Gotthelfstrasse 68 Director; CH8472 Seuzach, Switzerland Private person Jacob Schmidheiny Conzzeta Holding Director; Giesshubelstrasse 45 Chairman and CEO, CH8045 Zurich, Switzerland Conzzeta Holding Leonardo E. Vannotti Carlo Gavazzi Holding Ltd. Director; Hertensteinstrasse 33 Private person CH5408 Ennetbaden Switzerland Ueli Roost Sulzer AG Chairman of the Board and CEO CH8401 Winterthur, Switzerland Pierre Borgeaud Sulzer AG Vice Chairman of the Board CH8401 Winterthur, Switzerland Kurt Hagi Sulzer AG Secretariat General CH8401 Winterthur, Switzerland Bruno Allmendinger Sulzer AG Head of Finance and Administration CH8401 Winterthur, Switzerland Richard Burger Sulzer AG Head of Corporate Development CH8401 Winterthur, Switzerland
Position with Sulzer AG Name Residence or Business Address and Principal Occupation - ---- ----------------------------- ------------------------ Andre P. Buchel Sulzer AG Member, Corporate Executive CH8401 Winterthur, Switzerland Management Fred Kindle Sulzer AG Member, Corporate Executive CH8401 Winterthur, Switzerland Management
SCHEDULE II The name and position of each of the members of the board of directors or executive officers of Sulzer Medica Ltd. are set forth below. Each of these persons is a citizen of the United States of America unless otherwise noted.
Position with Sulzer Medica Ltd. Name Residence or Business Address and Principal Occupation - ---- ----------------------------- ------------------------ Peter Spalti Winterthur Insurance Co. Director; General Guisan-Strasse 40 Chairman of the Board, CH8401-Winterthur, Switzerland Winterthur Insurance Co. Reto R. Demeniconi Clos des Mesanges Director; CH1807 Blonay, Switzerland private person Max Link Tobelhofstrasse 30 Vice-Chairman of the Board; CH8044-Zurich, Switzerland private person Larry L. Mathis 3037 Reba Drive Director; Houston, Texas 77019, USA Chairman, American College of US-citizen Healthcare Executives Ueli Roost Sulzer Ltd. Chairman of the Board; CH8401 Winterthur, Switzerland Chairman of the Board and CEO, Sulzer Ltd Pierre Borgeaud Sulzer Ltd. Director, CH8401 Winterthur, Switzerland Vice-Chairman of the Board, Sulzer Ltd. Andre P. Buchel Sulzer Medica Ltd. Chief Executive Officer CH8401 Winterthur, Switzerland Vanessa Oelz Sulzer Medica Management Ltd. Secretariat General Zurcherstrasse 12 CH8401 Winterthur, Switzerland John H. Rankin Sulzer Medica Management Ltd Head of Human Resources Zurcherstrasse 12 CH8401 Winterthur, Switzerland Josef Ruegg Sulzer Medica Management Ltd Head of Finance Zurcherstrasse 12 CH8401 Winterthur, Switzerland
SCHEDULE III The name and position of each of the members of the board of directors or the executive officers of Sulzer Medica USA Holding Co. are set forth below. Each of these persons is a citizen of the United States of America unless otherwise noted.
Position with Sulzer Medica USA Name Residence or Business Address Holding Co. and Principal Occupation - ---- ----------------------------- ------------------------------------ Andre P. Buchel Sulzer Medica USA Holding Co. Director and President CH8401 Winterthur, Switzerland Swiss citizen Richard J. May Sulzer Medica USA Holding Co. Treasurer 3 East Greenway Plaza Suite 1600 Houston, Texas, 77046 USA David S. Wise Sulzer Medica USA Holding Co. Secretary 3 East Greenway Plaza Suite 1600 Houston, Texas, 77046 USA
EX-7.1 2 0002.txt STOCK PURCHASE AGREEMENT Exhibit 7.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of October 31, 2000, by and between Kleinwort Benson European Mezzanine Fund L.P., a limited partnership organized under the laws of Bermuda (the "Seller"), and Sulzer Medica USA Holding Co., a corporation organized under the laws of Delaware (the "Purchaser"). W I T N E S S E T H: WHEREAS, the Seller own an aggregate of approximately 1,416,705 issued and outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), of Tutogen Medical, Inc., a Florida corporation (the "Company"); and WHEREAS, the Seller wishes to sell to the Purchaser one million ninety-four thousand six hundred seventy (1,094,670) shares (the "Shares") of Common Stock of the Company, and the Purchaser wishes to purchase from the Seller the Shares, upon the terms and subject to the conditions set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Seller and the Purchaser hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings: "Affiliate" means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. "Agreement" or "this Agreement" means this Stock Purchase Agreement, dated as of October 31, 2000, by and between the Seller and the Purchaser and all amendments hereto made in accordance with the provisions of Section 8.10. "Business Day" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York. "Closing" has the meaning specified in Section 2.03. "Closing Date" has the meaning specified in Section 2.03. "Common Stock" has the meaning specified in the recitals to this Agreement. "Company" has the meaning specified in the recitals to this Agreement. "Control" (including the terms "controlled by" and "under common control with"), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person. "Encumbrance" means (i) any security interest, pledge, mortgage, lien (including, without limitation, tax liens), charge, encumbrance or adverse claim, and (ii) any restriction arising out of any agreement to which the Seller is a party, including, without limitation, any restriction on the voting, transfer or other exercise of any attributes of ownership. "Governmental Authority" means any United States federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body. "Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority. "Law" means any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order, other requirement or rule of law. "Person" means any individual, partnership, limited liability company, firm, corporation, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. "Purchase Price" has the meaning specified in Section 2.02. "Purchaser" has the meaning specified in the preamble to this Agreement. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Seller" has the meaning specified in the preamble to this Agreement. "Shares" has the meaning specified in the recitals to this Agreement. "Tax" or "Taxes" means any and all taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any government or taxing authority, including, without limitation: taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers' compensation, unemployment compensation, or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, 2 value added, or gains taxes; license, registration and documentation fees; and customs duties, tariffs, and similar charges. SECTION 1.02 Use of Defined Terms. The meanings of the terms defined in this Agreement shall be applicable to the singular as well as the plural forms of such terms, unless otherwise stated. ARTICLE II PURCHASE AND SALE SECTION 2.01 Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer and deliver to the Purchaser the Shares and the Purchaser shall purchase from the Seller the Shares. SECTION 2.02 Purchase Price. The purchase price ("Purchase Price") for the Shares shall be $5.75 per Share. SECTION 2.03 Closing. Upon the terms and subject to the conditions of this Agreement, the sale and purchase of the Shares contemplated by this Agreement shall take place at a closing (the "Closing") to be held at the offices of Shearman & Sterling ("Purchaser's Counsel"), Broadgate West, 9 Appold Street, London EC2A 2AP at 3:00 p.m. London time (9 a.m. Houston time) on November 2, 2000, or at such other place or at such other time or on such other date as the parties may mutually agree (the day on which the Closing takes place being referred to as the "Closing Date"). SECTION 2.04 Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) stock certificates evidencing the Shares being purchased by the Purchaser duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed; and (b) a receipt for the Purchase Price in respect of the Shares being purchased by the Purchaser. SECTION 2.05 Closing Deliveries by the Purchaser. At the Closing, following Seller's delivery of the shares to Purchaser's Counsel, the Purchaser shall deliver or cause to be delivered to the Seller the aggregate Purchase Price for the Shares, by wire transfer of immediately available funds to the account or accounts designated by written notice to the Purchaser prior to the Closing. 3 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER As an inducement to the Purchaser to enter into this Agreement, the Seller hereby represents and warrants to the Purchaser as follows: SECTION 3.01 Organization and Authority of the Seller. The Seller is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. SECTION 3.02 Ownership of the Shares. The Shares are owned of record solely by the Seller free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement and registration of such Shares in the name of the Purchaser in the stock records of the Company, the Purchaser, assuming they shall have purchased such Shares for value in good faith and without notice of any adverse claim, will own such Shares free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, such Shares will be fully paid and nonassessable. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares. SECTION 3.03 No Conflict. The execution, delivery and performance of this Agreement by the Seller do not and will not (a) violate, conflict with or result in the breach of any provision of the charter or by-laws (or similar organizational documents) of the Seller, (b) conflict with or violate any Law or Governmental Order applicable to the Seller or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the Shares owned by the Seller or on any of the assets or properties of the Seller pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Seller is a party or by which any of the Shares or any of such assets or properties is bound or affected. SECTION 3.04 Governmental Consents and Approvals. The execution, delivery and performance of this Agreement by the Seller do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to any Governmental Authority. 4 SECTION 3.05 Registered Shares/Freely Tradable Shares. With respect to 833,670 of the Shares represented by share certificate number 13838, such Shares have been registered under the Securities Act, are freely tradable and are not subject to any registration rights agreement. (b) With respect to 261,000 of the Shares represented by share certificate number 13827, such Shares are, and after giving effect to the transaction contemplated hereby will be, freely tradable and are not subject to any registration rights agreement. SECTION 3.06 Compliance with Laws. The offer, sale and issuance to the Seller, prior to the date hereof, of the Shares have been in accordance with an applicable exemption under the Securities Act, under applicable state securities and "blue sky" Laws, and, where applicable, under non-United States securities Laws. SECTION 3.07 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER As an inducement to the Seller to enter into this Agreement, the Purchaser hereby represents and warrants to the Seller as follows: SECTION 4.01 Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SECTION 4.02 No Conflict. Except as may result from any facts or circumstances relating solely to the Seller, the execution, delivery and performance of this Agreement by the Purchaser do not and will not (a) violate, conflict with or result in the breach of any provision of the charter or by-laws (or similar organizational documents) of the Purchaser, (b) conflict with or violate any Law or Governmental Order applicable to the Purchaser or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation, or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, 5 license, permit, franchise or other instrument or arrangement to which the Purchaser is a party or by which any of its assets or properties are bound or affected. SECTION 4.03 Governmental Consents and Approvals. The execution, delivery and performance of this Agreement by the Purchaser do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, including, without limitation, any filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. SECTION 4.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser. ARTICLE V CONDITIONS TO CLOSING SECTION 5.01 Conditions to the Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of the following conditions: (i) the representations and warranties of the Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Closing, with the same force and effect as if made at the Closing, and (ii) the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Closing shall have been complied with in all material respects. SECTION 5.02 Conditions to the Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of the following conditions: (i) the representations and warranties of the Seller contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Closing, with the same force and effect as if made at the Closing, and (ii) the covenants and agreements contained in this Agreement to be complied with by the Seller on or before the Closing shall have been complied with in all material respects. ARTICLE VI TERMINATION SECTION 6.01 Termination. This Agreement may be terminated at any time prior to the Closing by the Seller or the Purchaser if the Closing shall not have occurred on or prior to November 15, 2000; provided, however, that the right to terminate this Agreement under this Section 6.01 shall not be available to any party whose failure to perform any covenant or agreement under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date. 6 ARTICLE VII GENERAL PROVISIONS SECTION 7.01 Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. SECTION 7.02 Further Action. Each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Law, and execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement. SECTION 7.03 Survival of Representations and Warranties. (a) The representations and warranties of the Seller contained in this Agreement shall survive the Closing until the second anniversary of the Closing Date.. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by the Purchaser to the Seller, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved. (b) The representations and warranties of the Purchaser contained in this Agreement shall survive the Closing until the first anniversary of the Closing Date. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by the Seller to the Purchaser, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved. SECTION 7.04 Conveyance Taxes. The Seller shall be liable for and shall hold the Purchaser harmless against any real property transfer or gains, sales, use, transfer, value added, stock transfer, and stamp taxes, any transfer, recording, registration, and other fees, and any similar Taxes which become payable in connection with the sale of the Shares to the Purchaser under this Agreement. The Purchaser shall execute and deliver all instruments and certificates necessary to enable the Seller to comply with the foregoing. SECTION 7.05 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by telecopy or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.04): 7 (a) if to the Seller: Kleinwort Benson European Mezzanine Fund L.P. The Grange St. Peter Port Guernsey Channel Islands, GV1 3BQ Telecopy: 011-44-481-728 317 Attention: Mr. Ian Hancock (b) if to the Purchaser: Sulzer Medica USA Holding Co. 3 East Greenway Plaza Suite 1600 Houston, Texas 77406 Telecopy: (713) 561-6380 Attention: General Counsel SECTION 7.06 Public Announcements. Except as required by Law or by the rules of any securities exchange on which securities of any of the parties hereto are listed or quoted, no party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other parties, and the parties shall cooperate as to the timing and contents of any such press release or public announcement. SECTION 7.07 Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 7.08 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof. SECTION 7.09 Assignment. Neither party may assign this Agreement by operation of law or otherwise without the express written consent of the other party hereto (which consent may be granted or withheld in the sole discretion of each party hereto); provided, however, that the Purchaser may assign this Agreement or any of its rights hereunder to an Affiliate of the Purchaser without the consent of the Seller. SECTION 7.10 No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 8 SECTION 7.11 Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, each of the parties hereto. SECTION 7.12 Governing Law. This Agreement shall be governed by the laws of the State of New York. SECTION 7.13 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf as of the date first written above. KLEINWORT BENSON EUROPEAN MEZZANINE FUND L.P. by its General Partner Kleinwort Benson (Guernsey) Limited By: /s/ A. N. Pickering -------------------------------------- Name: A.N. Pickering Title: Director SULZER MEDICA USA HOLDING CO. By: /s/ David S. Wise -------------------------------------- Name: David S. Wise Title: Secretary 9 EX-99.1 3 0003.txt JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated November 13, 2000, (the "Schedule 13D"), with respect to the Common Stock, $0.01 par value, of Tutogen Medical, Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) (1) (iii) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 10th day of November, 2000. SULZER AG By: /s/ Roman Beran ----------------------------------------------- Name: Roman Beran Title: Deputy Vice President and General Counsel, Head of Legal Department By: /s/ Kurt Haegi ----------------------------------------------- Name: Kurt Haegi Title: Secretary General SULZER MEDICA LTD. By: /s/ Andre Buchel ----------------------------------------------- Name: Andre Buchel Title: President and Chief Executive Office By: /s/ Vanessa Oelz ----------------------------------------------- Name: Vanessa Oelz Title: Secretary General SULZER MEDICA USA HOLDING CO. By: /s/ David S. Wise ----------------------------------------------- Name: David S. Wise Title: Secretary 2 -----END PRIVACY-ENHANCED MESSAGE-----