SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 1)*
ORGANOGENESIS INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
685906-10-9
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(CUSIP Number)
Novartis Pharma AG
Lichtstrasse 35
CH-4002 Basel
Switzerland
Attn: General Counsel
Telephone: 011-41-61-324-1111
with a copy to:
Morton A. Pierce, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
Telephone: (212) 259-8000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 31, 2001
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 685906-10-9 13G PAGE 2 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Novartis Pharma AG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,884,671
OWNED BY
EACH
REPORTING
PERSON
WITH
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6 SHARED VOTING POWER
0
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7 SOLE DISPOSITIVE POWER
2,884,671
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,884,671
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%
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12 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
Organogenesis Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
150 Dan Road
Canton, Massachusetts 02021
ITEM 2(a). NAME OF PERSON FILING:
Novartis Pharma AG
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Lichtstrasse 35
CH-4002 Basel
Switzerland
ITEM 2(c). CITIZENSHIP:
Novartis Pharma AG ("Novartis") is a company incorporated under the
laws of Switzerland.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
ITEM 2(e). CUSIP NUMBER:
685906-10-9
Page 3 of 7
ITEM 3. Not Applicable
ITEM 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 2,884,671
On October 22, 2001, Novartis filed its initial Schedule 13G (the
"Schedule 13G") with respect to the Common Stock, par value $.01 per share
(the "Common Stock") of Organogenesis Inc. (the "Issuer"). In the Schedule
13G, Novartis reported beneficial ownership of an aggregate of
2,723,615 shares of the Common Stock, which consisted of (i) 657,500
shares of the Common Stock held outright and (ii) 2,066,115 shares of the
Common Stock issuable upon the conversion of a $10 million 7% Convertible
Subordinated Note of the Issuer (the "Convertible Note") at the then
current conversion price of $4.84, which conversion price was subject to
further adjustment.
As of February 12, 2002, the conversion price of the Convertible Note was
$4.49. This adjustment to the conversion price of the Convertible Note
results in Novartis having beneficial ownership of an additional
161,056 shares of the Common Stock, for a total of 2,227,171 shares of the
Common Stock issuable upon conversion of the Convertible Note. Novartis
still holds 657,500 shares of the Common Stock outright.
(b) PERCENT OF CLASS: 7.3%
This percentage is based on 37,074,900 shares of the Common Stock
outstanding at January 17, 2002, as reported by the Issuer in its
Amendment No. 3 to Form S-3 Registration Statement filed with the
Securities Exchange Commission on February 6, 2002, and on the issuance of
2,227,171 shares of the Common Stock upon conversion of the Convertible
Note.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct to vote: 2,884,671
(ii) Shared power to vote or to direct to vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,884,671
(iv) Shared power to dispose or to direct the disposition of: 0
Page 4 of 7
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Page 5 of 7
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
Page 6 of 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.
February 14, 2002
NOVARTIS PHARMA AG
By: /s/ Karl-Heinz Marx
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Name: Karl-Heinz Marx
Title: Head of Business
Planning and Analysis
By: /s/ Kimberly Urdahl
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Name: Kimberly Urdahl
Title: Head of Legal,
Transplantation and
Mature Products
Page 7 of 7