================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K
----------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 26, 2006 (MAY 22, 2006)
----------
TUTOGEN MEDICAL, INC.
(Exact Name of Registrant as Specified in Charter)
FLORIDA 0-16128 59-3100165
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
13709 PROGRESS BOULEVARD, BOX 19
ALACHUA, FLORIDA 32615
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (386) 462-0402
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On May 24 2006, Tutogen Medical, Inc. (the "Company") issued a press
release announcing management's preliminary financial estimates for the fiscal
second quarter ended March 31, 2006. A copy of the press release is attached to
this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by
reference.
This information furnished pursuant to this Item of the Current Report
on Form 8-K (including the exhibits hereto) shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act, except as expressly set forth by specific reference in such
a filing.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING
As previously disclosed, on May 16, 2006, the Company announced that it
expects to restate its 2003, 2004 and 2005 fiscal year and 2006 first fiscal
quarter financial statements, as a result of an error discovered by management
during its second quarter review in the accounting of actual costs associated
with inventory purchased from its German subsidiary.
On May 24, 2006, the Company announced that the ongoing review will
necessitate a late filing of the Company's Quarterly Report on Form 10-Q for the
fiscal second quarter ended March 31, 2006 (the "Form 10-Q") with the Securities
and Exchange Commission (the "SEC"). As a result of the Company not timely
filing its Form 10-Q, which was due on or before May 22, 2006 (the Company
previously filed a Form 12b-25 with the SEC on May 16, 2006, which extended the
due date of the Form 10-Q from May 15, 2006 to May 22, 2006), the Company failed
to comply with Section 134, Section 1003(d) and Section 1101 of the American
Stock Exchange ("AMEX") listing standards. The Company is aware that it will be
automatically notified by AMEX that the listing status of its stock may be
subject to review. Management believes that its review of the Company's
financial statements, including a restatement of such previously reported
financial statements, will be completed in June and that the Company will then
promptly file amended Form 10-K and Form 10-Q Reports with the SEC; thereby,
management believes, it is likely the Company will be deemed in compliance with
AMEX listing standards.
A copy of the press release relating to the foregoing is attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Press Release dated May 24, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TUTOGEN MEDICAL, INC.
Dated: May 26, 2006 /S/ GUY L. MAYER
----------------
Guy L. Mayer
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
99.1 Press Release dated May 24, 2006.