-----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, Ea31ysiDKkbziyXKfgrInBa5u0Nii8CGBZ6SuvypLWu1If5Yge5/SXzWWsVgEpk+ C3YpneRwbaK+Ff/J0Pfy3Q== 0000950135-00-001179.txt : 20000307 0000950135-00-001179.hdr.sgml : 20000307 ACCESSION NUMBER: 0000950135-00-001179 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CREATIVE BIOMOLECULES INC CENTRAL INDEX KEY: 0000857121 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 942786743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-19910 FILM NUMBER: 558761 BUSINESS ADDRESS: STREET 1: 45 S STREET CITY: HOPKINTON STATE: MA ZIP: 01748 BUSINESS PHONE: 5087821100 MAIL ADDRESS: STREET 1: 45 SOUTH ST CITY: HOPKINTON STATE: MA ZIP: 01748 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CREATIVE BIOMOLECULES INC CENTRAL INDEX KEY: 0000857121 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 942786743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 45 S STREET CITY: HOPKINTON STATE: MA ZIP: 01748 BUSINESS PHONE: 5087821100 MAIL ADDRESS: STREET 1: 45 SOUTH ST CITY: HOPKINTON STATE: MA ZIP: 01748 425 1 CREATIVE BIOMOLECULES INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 425 FILED BY CREATIVE BIOMOLECULES, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: CURIS, INC. COMMISSION FILE NO.: 0-19910 Date of Report: March 1, 2000 The statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties including, without limitation, risks associated with the inherent uncertainty of pharmaceutical research, product development, regulatory approval and commercialization, the impact of competitive products, patents, patent litigation, product liability, third party reimbursement, required stockholder approvals and other risks and uncertainties associated with the biotechnology industry and merger transactions generally. For additional factors that could cause actual results to differ materially, please refer to the risk factors section of Creative BioMolecules, Inc.'s Form 10K for the year ended 1998. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION TRANSACTION REFERENCED IN THE FOREGOING INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. SUCH JOINT PROXY STATEMENT/PROSPECTUS WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY CURIS, INC. INVESTORS AND SECURITY MAY OBTAIN A FREE COPY OF THE JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY CURIS, INC. AT THE COMMISSION'S WEB SITE AT www.sec.gov. THE JOINT PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS MAY ALSO BE OBTAINED DIRECTLY FROM CREATIVE BIOMOLECULES, INC., ONTOGENY, INC. AND REPROGENESIS, INC. March 1, 2000 Press Release - Creative BioMolecules Reports 1999 Year-End Results 2 CONTACT: Karla MacDonald Manager, Corporate Communications Creative BioMolecules, Inc. (617) 912-2953 Steven L. Basta V.P., Finance and Business Development Creative BioMolecules, Inc. (617) 912-2950 FOR IMMEDIATE RELEASE CREATIVE BIOMOLECULES REPORTS 1999 YEAR-END RESULTS On February 15, 2000, Creative BioMolecules, Inc. announced a merger with Ontogeny, Inc. and Reprogenesis, Inc. to Form Curis, Inc. HOPKINTON, MA, MARCH 1, 2000--Creative BioMolecules, Inc. (Nasdaq: CBMI) today announced financial results for the year ended December 31, 1999. The Company reported revenues of $5,138,000 and expenses of $17,248,000 for the full year, resulting in a net loss of $12,110,000, or $0.40 per share to common shareholders. The comparable figures for the year ended December 31, 1998 were revenues of $12,625,000 and expenses of $34,020,000 resulting in a net loss of $21,395,000, or $0.66 per share. For the fourth quarter 1999, the net loss per share was $0.10 as compared with $0.15 per share for the fourth quarter 1998. Creative BioMolecules ended 1999 with approximately $21.4 million in cash and marketable securities. On February 15, 2000, Creative BioMolecules announced that it will merge with Ontogeny, Inc. and Reprogenesis, Inc. to form a new public company named Curis, Inc. The combination of these companies will create a leader in the emerging field of regenerative medicine. Under the terms of the merger, which is subject to shareholder and regulatory approval, Creative BioMolecules' shareholders will receive three Curis shares for every ten shares of Creative BioMolecules. Following completion of the transaction, Creative BioMolecules' shareholders will hold approximately 43%, Ontogeny's shareholders will hold approximately 38% and Reprogenesis' shareholders will hold approximately 19% of Curis. The merger is expected to close in June 2000. Curis, Inc. will be a leader in the emerging field of regenerative medicine. Formed by the merger of three Boston area biotechnology companies, Creative BioMolecules, Inc., Ontogeny, Inc. and Reprogenesis, Inc., Curis will combine insight gained through the study of developmental biology with high-throughput screening capabilities, proteins, cells and biocompatible materials to enable the development of new regenerative medicine therapies. Curis' pipeline will include: 1) a product which is currently under regulatory review in the United States, Europe and Australia; 2) multiple products in late-stage clinical development; 3) numerous early clinical and late-stage preclinical products; and 4) a discovery engine that combines functional genomics and developmental biology across multiple medical indications. These products have the potential to change the way degenerative disease, cancer and other disorders associated with loss of function (more) PAGE 2 3 are treated. Curis will be a publicly held company located in Cambridge, Massachusetts. For more information, please visit the Curis web site at http://www.curisinc.com. DISCUSSION OF CREATIVE BIOMOLECULES, INC.'S YEAR-END RESULTS Revenues generated during the fourth quarter of 1999 resulted primarily from research funding in support of the development of a therapy to treat renal failure and from interest income. The Company's research and development expenses during this period included costs associated with the development of therapies to treat renal failure, stroke and other indications. The decrease in revenues and expenses during 1999 as compared with 1998 result primarily from the November 1998 sale of certain of the Company's OP-1 manufacturing rights and assets to Stryker Corporation for increased royalties on commercial product sales. During 1998, Creative BioMolecules operated a commercial-scale manufacturing facility and received revenue from Stryker for supply of OP-1. Costs associated with the manufacturing facility were recorded as research and development expenses. Creative BioMolecules, Inc. is a biopharmaceutical company focused on the development of therapies for human tissue regeneration. The Company's core technologies are based on our understanding of the role that morphogenic proteins play in human biology. These proteins are involved in the initiation and regulation of the cellular events responsible for the formation of human tissues and organs. The first product resulting from Creative BioMolecules' technology, the OP-1 Implant(TM) for orthopaedic reconstruction, is licensed to Stryker Corporation and has been submitted for marketing approval in the United States, Europe and Australia. For more information on Creative BioMolecules, please visit our web site at http://www.creativebio.com. The statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties including, without limitation, risks associated with the inherent uncertainty of pharmaceutical research, product development, regulatory approval and commercialization, the impact of competitive products, patents, patent litigation, product liability, third party reimbursement, required stockholder approvals and other risks and uncertainties associated with the biotechnology industry and merger transactions generally. For additional factors that could cause actual results to differ materially, please refer to the risk factors section of Creative BioMolecules, Inc.'s Form 10K for the year ended 1998. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION TRANSACTION REFERENCED IN THE FOREGOING INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. SUCH JOINT PROXY STATEMENT/PROSPECTUS WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY CURIS, INC. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY CURIS, INC. AT THE COMMISSION'S WEB SITE AT www.sec.gov. THE JOINT PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS MAY ALSO BE OBTAINED DIRECTLY FROM CREATIVE BIOMOLECULES, INC., ONTOGENY, INC. AND REPROGENESIS, INC. (more) PAGE 3 4 CREATIVE BIOMOLECULES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Twelve Months Ended ------------------ ------------------- 12/31/99 12/31/98 12/31/99 12/31/98 -------- -------- -------- -------- REVENUE: Research and development contracts $ 753,700 $ 3,418,118 $ 3,159,460 $ 10,419,071 License fees and royalties 38,800 10,000 52,400 10,000 Interest 322,113 658,710 1,924,313 2,183,472 Other 0 12,391 1,777 12,391 ------------ ------------ ------------ ------------ Total revenues 1,114,613 4,099,219 5,137,950 12,624,934 ------------ ------------ ------------ ------------ COSTS AND EXPENSES: Research and development 2,403,277 5,921,284 10,434,560 24,856,147 General and administrative 1,887,143 1,439,582 6,396,094 7,474,372 1999 Reorganization and 1998 sale of manufacturing operations 255,701 1,362,249 255,701 1,362,249 Interest 46,605 67,911 161,385 327,304 ------------ ------------ ------------ ------------ Total costs and expenses 4,592,726 8,791,026 17,247,740 34,020,072 ------------ ------------ ------------ ------------ NET LOSS (3,478,113) (4,691,807) (12,109,790) (21,395,138) ACCRETION AND REPURCHASE COSTS ON SERIES 1998/A PREFERRED STOCK 0 (412,331) (2,395,559) (986,587) ------------ ------------ ------------ ------------ NET LOSS APPLICABLE TO COMMON STOCKHOLDERS ($ 3,478,113) ($ 5,104,138) ($14,505,349) ($22,381,725) ============ ============ ============ ============ BASIC AND DILUTED LOSS PER COMMON SHARE ($ 0.10) ($ 0.15) ($ 0.40) ($ 0.66) ============ ============ ============ ============ SHARES FOR BASIC AND DILUTED 36,226,839 34,111,389 36,665,115 33,672,105 ============ ============ ============ ============
BALANCE SHEET DATA
12/31/99 -------- Cash, Cash Equivalents and Marketable Securities $21,370,585 Total Assets $28,892,291 Total Stockholders' Equity $23,421,586
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