As filed with the Securities and Exchange Commission on November 16, 2010

Registration No. 333-42383

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

OSTEOTECH, INC.

(Exact name of registrant as specified in its charter)

Delaware	13-3357370
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

51 James Way
Eatontown, New Jersey 07724
(Address of principal executive offices,
including zip code)

1991 STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)

Mark H. Burroughs
Executive Vice President, Chief Financial Officer
Osteotech, Inc.
51 James Way
Eatontown, New Jersey 07724
(732) 542-2800
(Name, address and telephone number,
including area code, of agent for service)

Copy to:

Timothy S. Hearn
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
(612) 340-2600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-42383) (the “Registration Statement”) of Osteotech, Inc. (the “Company”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 16, 1997. The Registration Statement registered 181,376 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to be offered or sold pursuant to the Company’s 1991 Stock Option Plan, as amended (the “Plan”).

On November 16, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated as of August 16, 2010, by and among the Company, Medtronic, Inc. (“Medtronic”), Medtronic Sofamor Danek, Inc. (“MSD”) and England Merger Corporation (“Merger Sub”), Merger Sub was merged with and into the Company with the Company continuing as the surviving corporation and wholly owned subsidiary of MSD and wholly owned indirect subsidiary of Medtronic (the “Merger”). As a result of the Merger, the Company’s Common Stock is being delisted from The NASDAQ Stock Market LLC and deregistered under the Securities Exchange Act of 1934, as amended, and no more shares of the Company’s Common Stock will be issued under the Plan.

In accordance with the undertaking of the Company set forth in the Registration Statement, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all shares of the Company’s Common Stock that were registered pursuant to the Registration Statement that remain unissued as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eatontown, State of New Jersey, on the 16th day of November, 2010.

OSTEOTECH, INC.
By:	/s/ Sam Owusu-Akyaw
	Sam Owusu-Akyaw
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on the 16th day of November, 2010.

Signature	Title
/s/ Sam Owusu-Akyaw Sam Owusu-Akyaw	President and Chief Executive Officer (principal executive officer) and Director
/s/ Mark H. Burroughs Mark H. Burroughs	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)
/s/ Kenneth P. Fallon, III Kenneth P. Fallon, III	Chairman of the Board of Directors
/s/ Stephen S. Galliker Stephen S. Galliker	Director
/s/ Cato T. Laurencin Cato T. Laurencin	Director
/s/ Robert J. Palmisano Robert J. Palmisano	Director
/s/ James M. Shannon James M. Shannon	Director