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Isotis Inc – ‘CB/A’ on 7/20/07 re: Isotis SA

On:  Friday, 7/20/07, at 1:54pm ET   ·   Accession #:  950137-7-10248   ·   File #:  5-82158

Previous ‘CB’:  ‘CB/A’ on 6/25/07   ·   Latest ‘CB’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/20/07  Isotis Inc                        CB/A                   4:60K  Isotis SA                         Bowne Boc/FA

Amendment to Rights/Exchange/Tender Offer Notification/Response   —   Form CB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: CB/A        Amendment No.14 to Form CB                          HTML     48K 
 2: EX-99.24    Miscellaneous Exhibit                               HTML     11K 
 3: EX-99.25    Miscellaneous Exhibit                               HTML      7K 
 4: EX-99.26    Miscellaneous Exhibit                               HTML     10K

CB/A   —   Amendment No.14 to Form CB
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Table of Contents
"Part I -- Information Sent to Security Holders
"Item 1. Home Jurisdiction Documents
"Item 2. Informational Legends
"Part Ii -- Information Not Required to Be Sent to Security Holders
"Part Iii -- Consent to Service of Process
"Part Iv -- Signatures
"Exhibit Index

This is an HTML Document rendered as filed.  [ Alternative Formats ]

  IsoTis S.A.  
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
FORM CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
(AMENDMENT NO. 14)
     Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
     
Securities Act Rule 801 (Rights Offering)
  o
Securities Act Rule 802 (Exchange Offer)
  ý
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)
  o
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)
  ý
Exchange Act Rule 14e-2(d) (Subject Company Response)
  o
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) o
Note: Regulation S-T Rule 101(b)(8) only permits the filing or submission of a Form CB in paper by a party that is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.
IsoTis S.A.
(Name of Subject Company)
Not Applicable
(Translation of Subject Company’s Name into English (if applicable))
Switzerland
(Jurisdiction of Subject Company’s Incorporation or Organization)
IsoTis, Inc.
(Name of Person(s) Furnishing Form)
Common Shares, representing nominal value of CHF 1 each
(Title of Class of Subject Securities)
Common Shares — ISIN CH0012572522
(CUSIP Number of Class of Securities (if applicable))
Pieter Wolters
President and Chief Executive Officer
2 Goodyear, Suite B
Irvine, California 92618
(949) 595-8710
(Name, Address (including zip code) and Telephone Number (including area code) of
Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
December 15, 2006
(Date Tender Offer/Rights Offering Commenced)
 
 

 

TABLE OF CONTENTS

PART I — INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
Item 2. Informational Legends
PART II — INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
PART III — CONSENT TO SERVICE OF PROCESS
PART IV — SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.24
EXHIBIT 99.25
EXHIBIT 99.26

Table of Contents

PART I — INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
     The following documents are attached as exhibits to this Amendment No. 14 to Form CB:
     
Exhibit No.   Description
99.54
  Dutch/Canadian Offer Memorandum, dated December 14, 2006.
99.64
  Swiss Offer Memorandum, dated December 14, 2006.
99.1912
  Letter to Shareholders, dated June 18, 2007.
99.2314
  Extraordinary General Meeting materials mailed on June 22, 2007.
Item 2. Informational Legends
     A legend complying with Rule 802(b) of the Securities Act of 1933, as amended, is included in the documents filed as Exhibits 99.1 through 99.26 to this Amendment No. 14 to Form CB.
PART II — INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
(1)   Reports or Information Made Publicly Available in Connection with the Transaction but Not Disseminated to Security Holders
     The following documents are attached as exhibits to this Amendment No. 14 to Form CB:
     
Exhibit No.   Description
99.11
  Press Release, dated November 6, 2006, announcing the exchange offer.
99.21
  Pre-Announcement of the exchange offer, dated November 6, 2006.
99.32
  Press Release, dated December 1, 2006, updating the status of the exchange offer.
99.43
  Press Release, dated December 7, 2006, announcing the appointment of David Gill as a director.
99.74
  English translation of an advertisement published in the Netherlands, dated December 14, 2006, announcing the commencement of the exchange offer.
99.84
  English translation of a publication filed in the Official Pricing Statement of Euronext Amsterdam, dated December 14, 2006, announcing the commencement of the exchange offer.
99.94
  Press Release, dated December 15, 2006, announcing the commencement of the exchange offer.
99.105
  Advertisement placed in the Wall Street Journal, dated December 22, 2006, announcing the commencement of the exchange offer.
99.116
  Press Release, dated January 8, 2007, announcing proposed NASDAQ public offering.
99.127
  Press Release, dated January 22, 2007, announcing Provisional Result regarding IsoTis exchange offer.
99.138
  Press Release, dated January 25, 2007, announcing IsoTis declares exchange offer unconditional.
99.148
  Advertisement placed in the Wall Street Journal, dated January 25, 2007, announcing the exchange offer is declared unconditional.

 

Table of Contents

     
Exhibit No.   Description
99.159
  Press Release, dated January 26, 2007, announcing IsoTis, Inc. starts trading on NASDAQ.
99.1610
  Press Release, dated February 8, 2007, announcing Provisional Final Result regarding IsoTis exchange offer.
99.1711
  Press Release, dated February 13, 2007, announcing Final Result regarding IsoTis exchange offer.
99.1811
  Advertisement placed in the Wall Street Journal, dated February 13, 2007, announcing Final Result regarding IsoTis exchange offer.
99.2012
  Press Release, dated June 18, 2007, regarding the delisting of IsoTis S.A.’s shares and the conclusion of the exchange offer.
99.2113
  English translation of a notice published in Switzerland, dated June 20, 2007, announcing an Extraordinary General Meeting of IsoTis S.A.’s shareholders.
99.2213
  Advertisement placed in the Wall Street Journal, dated June 20, 2007, announcing an Extraordinary General Meeting of IsoTis S.A.’s shareholders.
99.24
  English translation of an advertisement published in Switzerland on July 19, 2007, regarding the squeeze-out merger and the delisting of IsoTis S.A. shares.
99.25
  Advertisement placed in the Wall Street Journal, dated July 19, 2007, regarding the squeeze-out merger and the delisting of IsoTis S.A. shares.
99.26
  English translation of an official notice submitted to SWX Swiss Exchange on July 20, 2007 regarding the delisting of IsoTis S.A. shares.
(1) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Form CB, filed on November 6, 2006.
(2) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 1 to Form CB, filed on December 4, 2006.
(3) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 2 to Form CB, filed on December 8, 2006.
(4) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 3 to Form CB, filed on December 15, 2006.
(5) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 4 to Form CB, filed on December 22, 2006.
(6) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 5 to Form CB, filed on January 9, 2007.
(7) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 6 to Form CB, filed on January 23, 2007.
(8) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 7 to Form CB, filed on January 26, 2007.
(9) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 8 to Form CB, filed on January 29, 2007.

 

Table of Contents

(10) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 9 to Form CB, filed on February 9, 2007.
(11) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 10 to Form CB, filed on February 14, 2007.
(12) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 11 to Form CB, filed on June 19, 2007.
(13) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 12 to Form CB, filed on June 21, 2007.
(14) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 13 to Form CB, filed on June 25, 2007.
(2)   Documents Incorporated by Reference into the Home Jurisdiction Documents
 
    Not Applicable.
 
(3)   Power of Attorney
 
    Not Applicable.
PART III — CONSENT TO SERVICE OF PROCESS
(1)   Power of Attorney
 
    Not Applicable.
 
(2)   Change in Name or Address of Agent for Service
 
    Not Applicable.

 

Table of Contents

PART IV — SIGNATURES
     After due 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.
         
  ISOTIS, INC.
 		  
  By:   /s/ Robert J. Morocco    
    Name:   Robert J. Morocco   
    Title:   Chief Financial Officer/Treasurer and Secretary   
    Date:   July 20, 2007   

 

Table of Contents

         
EXHIBIT INDEX
             
Exhibit No.   Description        
99.11   Press Release, dated November 6, 2006, announcing the exchange offer.
99.21   Pre-Announcement of the exchange offer, dated November 6, 2006.
99.32   Press Release, dated December 1, 2006, updating the status of the exchange offer.
99.43   Press Release, dated December 7, 2006, announcing the appointment of David Gill as a director.
99.54   Dutch/Canadian Offer Memorandum, dated December 14, 2006.
99.64   Swiss Offer Memorandum, dated December 14, 2006.
99.74   English translation of an advertisement published in the Netherlands, dated December 14, 2006, announcing the commencement of the exchange offer.
99.84   English translation of a publication filed in the Official Pricing Statement of Euronext Amsterdam, dated December 14, 2006, announcing the commencement of the exchange offer.
99.94   Press Release, dated December 15, 2006, announcing the commencement of the exchange offer.
99.105   Advertisement placed in the Wall Street Journal, dated December 22, 2006, announcing the commencement of the exchange offer.
99.116   Press Release, dated January 8, 2007, announcing proposed NASDAQ public offering.
99.127   Press Release, dated January 22, 2007, announcing Provisional Result regarding IsoTis exchange offer.
99.138   Press Release, dated January 25, 2007, announcing IsoTis declares exchange offer unconditional.
99.148   Advertisement placed in the Wall Street Journal, dated January 25, 2007, announcing the exchange offer is declared unconditional.
99.159   Press Release, dated January 26, 2007, announcing IsoTis, Inc. starts trading on NASDAQ.
99.1610   Press Release, dated February 8, 2007, announcing Provisional Final Result regarding IsoTis exchange offer.
99.1711   Press Release, dated February 13, 2007, announcing Final Result regarding IsoTis exchange offer.
99.1811   Advertisement placed in the Wall Street Journal, dated February 13, 2007, announcing Final Result regarding IsoTis exchange offer.
99.1912   Letter to Shareholders, dated June 18, 2007.
99.2012   Press Release, dated June 18, 2007, regarding the delisting of IsoTis S.A.’s shares and the conclusion of the exchange offer.
99.2113   English translation of a notice published in Switzerland, dated June 20, 2007, announcing an Extraordinary General Meeting of IsoTis S.A.’s shareholders.
99.2213   Advertisement placed in the Wall Street Journal, dated June 20, 2007, announcing an Extraordinary General Meeting of IsoTis S.A.’s shareholders.
99.2314   Extraordinary General Meeting materials mailed on June 22, 2007.
99.24   English translation of an advertisement published in Switzerland on July 19, 2007, regarding the squeeze-out merger and the delisting of IsoTis S.A. shares.

 

Table of Contents

             
Exhibit No.   Description        
99.25   Advertisement placed in the Wall Street Journal, dated July 19, 2007, regarding the squeeze-out merger and the delisting of IsoTis S.A. shares.
99.26   English translation of an official notice submitted to SWX Swiss Exchange on July 20, 2007 regarding the delisting of IsoTis S.A. shares.
(1) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Form CB, filed on November 6, 2006.
(2) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 1 to Form CB, filed on December 4, 2006.
(3) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 2 to Form CB, filed on December 8, 2006.
(4) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 3 to Form CB, filed on December 15, 2006.
(5) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 4 to Form CB, filed on December 22, 2006.
(6) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 5 to Form CB, filed on January 9, 2007.
(7) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 6 to Form CB, filed on January 23, 2007.
(8) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 7 to Form CB, filed on January 26, 2007.
(9) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 8 to Form CB, filed on January 29, 2007.
(10) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 9 to Form CB, filed on February 9, 2007.
(11) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 10 to Form CB, filed on February 14, 2007.
(12) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 11 to Form CB, filed on June 19, 2007.
(13) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 12 to Form CB, filed on June 21, 2007.
(14) Previously furnished to the U.S. Securities and Exchange Commission as an exhibit to Amendment No. 13 to Form CB, filed on June 25, 2007.

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘CB/A’ Filing    Date    Other Filings
Filed on:7/20/07
7/19/07
6/25/07CB/A
6/22/07
6/21/07CB/A
6/20/07
6/19/07CB/A
6/18/07
2/14/078-K,  CB/A
2/13/078-K,  RW
2/9/078-K,  CB/A
2/8/078-K
1/29/076-K,  CB/A,  S-1,  S-8
1/26/073,  8-K,  S-8
1/25/076-K,  8-A12B,  8-K12B,  CB/A
1/23/076-K,  CB/A
1/22/07
1/9/07CB/A
1/8/076-K
12/22/06CB/A
12/15/066-K,  CB/A
12/14/06
12/8/06CB/A
12/7/066-K
12/4/06CB/A
12/1/066-K
11/6/06CB
 List all Filings 
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