Securities and Exchange Commission,
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)
TUTOGEN MEDICAL, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
901 107 10 2
(CUSIP Number)
Thomas W. Pauken, Liquidating Trustee
Capital Partners II, Ltd. Liquidating Trust
(successor to Renaissance Capital Partners II, Ltd.)
5646 Milton Street, Suite 628
Dallas, Texas 75206
(214) 378-9340
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 21, 2004
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. []
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
CUSIP No. 901 107 10 2
(1) Names of reporting persons
I.R.S. Identification Nos. of above persons (entities only)
Capital Partners II, Ltd. Liquidating Trust 75-6590369
(2) Check the appropriate box if a member of a group []
(3) SEC use only
(4) Source of funds
OO
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) []
(6) Citizenship or place of organization
Texas
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
50,000
(8) Shared voting power
0
(9) Sole dispositive power
50,000
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting person
50,000
(12) Check if the aggregate amount in Row (11) excludes certain shares
[]
(13) Percent of class represented by amount in Row (11)
0.31%
(14) Type of reporting person
OO
Item 1. Security and Issuer
The Schedule 13D filed by Renaissance Capital Partners II, Ltd. on February
10, 1999 with respect to securities of Tutogen Medical, Inc., as previously
amended, is hereby further amended as set forth in this Amendment No. 8.
Except as amended herein, the disclosure contained in the original Schedule
13D, as amended, remains in effect. Capitalized terms used but not defined
herein shall have the meanings ascribed in the original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
These Amendment No. 8 does not report the acquisition of any additional
securities.
Item 4. Purpose of Transaction
The Trust was organized for the purpose of conducting an orderly liquidation
of the assets of Renaissance Capital Partners II, Ltd. and had an initial term
of two years, ending on November 17, 2002.
As previously reported, the Trustee extended the term of the Trust until
November 17, 2004.
On December 21, 2004, the Trust began final distribution of 2,844,664 shares
of Tutogen common stock to the remaining beneficiaries. Each beneficiary is
to receive shares of Tutogen common stock in proportion to his or her
interests in the Trust.
The Trustee mailed a letter to the beneficiaries on December 21, 2004,
notifying them of the final distribution, and copy of that letter appears as
Exhibit 99.1 to this Amendment.
Item 5. Interest in Securities of the Issuer.
(a) Following the transactions described in response to Item 5(c) hereof, the
Trust owned 50,000 shares of common stock of Tutogen Medical, Inc., or
approximately 0.31% of the outstanding common stock, based upon information in
the most recent quarterly report on Form 10QSB filed by the issuer.
(b) No change from previous response.
(c) In the sixty days prior to the date of filing this Amendment, the Trust
entered into the following transactions involving common stock of Tutogen
Medical, Inc.:
December 10, 2004: Sold 100 shares at $2.54 per share on the American
Stock Exchange.
December 10, 2004: Sold 2,500 shares at $2.50 per share on the
American Stock Exchange.
December 15, 2004: Sold 1,200 shares at $2.30 per share on the
American Stock Exchange.
December 16, 2004: Sold 26,500 shares at $2.22 per share on the
American Stock Exchange.
December 21, 2004: The Trustee began final distribution of 2,844,664
shares to the beneficiaries of the Trust in liquidation of the Trust.
See response to Item 4 hereof.
(d) Not applicable.
(e) On December 21, 2004, the Trust ceased to be the beneficial owner of more
than five percent of the common stock of Tutogen Medical, Inc.
Item 7. Material to be Filed as Exhibits.
99.1 Letter to the beneficiaries dated December 21, 2004.
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.
Date: December 21, 2004 CAPITAL PARTNERS II, LTD.
LIQUIDATING TRUST
By: ___________/s/____________
Thomas W. Pauken
Liquidating Trustee
EXHIBIT 99.1
Capital Partners II, Ltd. Liquidating Trust
(Successor in interest to Renaissance Capital Partners II, Ltd.)
THOMAS W. PAUKEN
TRUSTEE
5646 Milton Street
Suite 628
Tel (214) 378-9340 Dallas, Texas 75206 Fax (214) 378-9261
December 21, 2004
Dear Beneficiary:
As I wrote you at the beginning of this year, this would be the final year
of Capital Partners II, Ltd. Liquidating Trust.
During the past two years, the Board of Directors of Tutogen Medical, Inc.
("Tutogen") explored various options involving the possible sale of Tutogen or
the merger of the Company with another entity. None of those discussions led
to successful conclusions on terms that we believed would be beneficial to our
shareholders. Thus, I will be distributing the remaining shares of Tutogen
held by the Trust to the individual shareholders on a proportionate basis.
You will receive 175 shares per unit. The shares will be sent to the transfer
agent before the end of the year and will be sent to your address of record by
the transfer agent. The process should take approximately two weeks.
Remember that, with any IRA or custodial accounts, the stock will be sent to
the custodian of your account. If you want to confirm the registration of
your account, please contact Mary Williams in my office at 214-378-9340. The
Tutogen stock will be unrestricted, and you will be free to hold it or sell it
as you see fit once the stock is in your account.
Our office will work with you going forward to handle any administrative
matters regarding your account or answer any questions you or your financial
advisors may have with regard to tax or other issues. We will keep all of the
records in our office for an extended period of time to deal with any
questions or problems you may have.
As for Tutogen itself, I intend to remain active as a Board member for the
immediate future. Tutogen just announced the hiring of a new CEO, Guy Mayer.
Guy brings a wealth of experience in the medical device/biotechnology field to
the Company. Most recently, Mayer served as Chairman and CEO of VisEn
Medical, Inc., a leader in molecular imaging. Prior to that, he was President
and CEO of Etex Corporation, a biotech company focused on bone tissue repair
and drug delivery. Previously, he spent thirteen years as an executive with
Zimmer, Inc., including service as President of their Global Products Group.
He brings an impressive skill set to this position plus long-term
relationships with key officials at Zimmer Spine and Dental,
December 21, 2004
Page 2
Tutogen's principal strategic partners. Mayer's background in sales,
marketing, and distribution is well-suited to the needs of the Company at this
time.
Tutogen recently announced its year end results which reflect a loss for the
quarter and a profit for the fiscal year. A copy of the those results is
enclosed. A higher Euro versus the Dollar, along with disappointing sales to
Zimmer Spine and Mentor, were significant factors accounting for the poor
results. It will take some time to reverse those trends.
I remain optimistic, however, that Tutogen has an outstanding, long-term
future as a leader in the field of biologics. Hopefully, we now have the
leadership in place at the Company to take Tutogen to the next level and get
our stock moving in the right direction again.
As always, feel free to call me at the office to discuss any questions you
may have regarding the Trust or Tutogen. I am limited as to what I can say
about Tutogen since I am a Director, but you have my commitment that I will
continue to work diligently to realize appropriate shareholder value at
Tutogen.
Yours truly,
Thomas W. Pauken
Trustee
Encl.
Tutogen Medical, Inc. Reports Year-End Financial Results
For Immediate Release
Contact: George Lombardi The RCG Group
Chief Financial Officer Joe Diaz
Tutogen Medical, Inc. (408) 675-0400
(973) 785-0004
WEST PATERSON, N.J., December 7, 2004-Tutogen Medical, Inc. (AMEX: TTG), a
leading manufacture of sterile biological implant products made from human
(allograft) and animal (xenograft) tissue, reported financial results
today for the fiscal year and the fourth quarter ended September 30, 2004.
Revenues for the fiscal year ended September 30, 2004 were $29.3 million
compared to $30.3 million in the previous year. Net income for the fiscal
year was $1.5 million, or $0.09 per share on a fully diluted basis,
compared to net income of $2.3 million, or $0.14 per share fully diluted
share last year. For the fourth quarter the Company reported revenues of
$7.9 million, compared to $6.8 million in the previous quarter and $8.0
million in the comparable quarter last year, and a net loss for the quarter
of $367,000, or $(0.02) per share on a fully diluted basis, compared to net
income of $1.2 million or $0.07 per share, in the comparable quarter last
year. The weakening of the U.S. dollar to the Euro had the effect of
increasing total revenues, generated internationally, by $1.4 million. Net
income for the year was affected by unfavorable exchange rates resulting in
foreign exchange losses, included in Other Expenses, of $700,000 or $0.04
per share.
"While we were solidly profitable for the fiscal year, we are not pleased
with the results of the fourth quarter," said Roy D. Crowninshield, PhD.,
Chairman and CEO of Tutogen Medical, Inc. "Although we achieved higher
revenues than the previous quarter, we experienced a less favorable product
mix and higher production cost and translation losses due to the
strengthening of the Euro against the U.S. dollar. These factors resulted
in a loss for the fourth quarter. We anticipate that these factors will
have an increasingly negative impact on our business early in the new year.
During the just completed quarter we experienced a change in sales patterns
from Zimmer Spine and Mentor Corporation that resulted in a significant
impact on our overall margins. Going forward, we are working closely with
our distribution partners to address mutual opportunities to improve sales
of Tutogen supplies products. On a positive note, we area pleased with the
consistent sales growth of dental products to Zimmer Dental. We achieved a
$3.2 million increase in that segment from the prior year."
Dr. Crowninshield continued, "As was previously announced, in the course of
the past 18 months the company's Board of Directors has actively explored
strategic options, including the possible sale of the company. Recently the
Board determined that Tutogen Medical and its shareholders would be best
served by discontinuing active exploration of strategic options and
pursuing an independent business plan. As a result of that determination,
I was appointed Chairman and CEO on July 1, 2004 and we have initiated the
process of change necessary to aggressively pursue an independent business
plan. We recently announced the appointment of Guy L. Mayer as CEO
effective January 1, 2005. We have commenced a number of new initiatives,
including, the hiring of a number of new product managers to improve the
effectiveness of our distribution partners, actions addressing new
regulatory requirements, investment in new technologies for the processing
of tissue, and work to develop new markets with additional distribution
partners. We are expanding our U.S. based manufacturing operation to
permit greater dollar-based product production. In 2005 we expect to
produce at least 50% of U.S. requirements of dental bone grafts in our
Alachua, Florida facility. While we realize that the expense of these
necessary investments will impact our near term financial performance, we
are confident that they will yield significant long-term operating
benefits."
The Company will discuss these results in a conference call scheduled for
4:15 p.m. ET on December 7, 2004. Interested parties can access the call
by dialing (877) 407-9205 or (201) 689-8054 or by accessing the web cast at
http://www.tutogen.com/investor.asp. A replay of the call will be
available at (877) 660-6853 or (201) 612-7415, account number 1628 and
access number 125938 for 7 days following the call, and the web cast can be
accessed at http://www.tutogen.com/investor.asp for 30 days.
About Tutogen Medical, Inc.
Tutogen Medical, Inc. manufactures sterile biological implant products made
from human (allograft) and animal (xenograft) tissue. Tutogen utilizes its
Tutoplast Process of tissue preservation and viral inactivation to
manufacture and deliver sterile bio-implants used in spinal/trauma,
urology, dental, ophthalmology, and general surgery procedures. The
Company's Tutoplast products are sold and distributed worldwide by Zimmer
Spine and Zimmer Dental, subsidiaries of Zimmer Holdings, Inc., the Mentor
Corporation, IOP, Inc. and through independent distributors and
subsidiaries in the U.S. and Germany. For information, visit the Company's
Web site at http://www.tutogen.com.
Forward Looking Statement Disclaimer Certain statements in this news release
are forward-looking and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements involve
risks and uncertainties, which may differ materially from those set forth in
these statements. In addition, the economic, competitive, governmental,
technological and other factors identified in the Company's filings with the
Securities and Exchange Commission could affect such results.
TUTOGEN MEDICAL, INC. and SUBSIDIARIES
CONSOLIDATED FINANCIAL SUMMARY
(in thousands except per share data)
Three Months ended Year Ended
September 30 September 30
2004 2003 2004 2003
_________________ ________________
REVENUE $7,933 $8,010 $29,330 $30,260
GROSS PROFIT 3,371 5,357 17,494 18,620
OPERATING EXPENSE 2,963 3,465 13,966 14,800
OPERATING INCOME 408 1,892 3,528 3,820
OTHER (EXPENSE) INCOME (501) (181) (601) (368)
INTEREST EXPENSE (74) (14) (118) (53)
INCOME TAX EXPENSE 200 460 1,306 1,137
NET INCOME (LOSS) $ (367) $1,178 $ 1,503 $2,262
====== ====== ======= ======
BASIC EARNINGS (LOSS) PER SHARE
FROM CONTINUING OPERATIONS $(0.02) $ 0.08 $ 0.10 $ 0.15
====== ====== ======= ======
DILUTED EARNINGS (LOSS) PER SHARE
FROM CONTINUING OPERATIONS $(0.02) $ 0.07 $ 0.09 $ 0.14
====== ====== ======= ======
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
Sept. 30 Sept. 30
2003 2004
_______ _______
CURRENT ASSETS $26,891 $24,374
FIXED ASSETS, NET 6,138 4,842
DEFERRED INCOME TAXES 1,318 1,187
_______ _______
TOTAL ASSETS $34,347 $30,403
======= =======
CURRENT LIABILITIES $ 8,857 $ 8,591
LONG TERM DEBT 827 728
DEFERRED DISTRIBUTION FEES 2,580 3,038
SHAREHOLDERS' EQUITY 22,083 18,046
_______ _______
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $34,347 $30,403
======= =======