SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ADVANCED TISSUE SCIENCES, INC.
------------------------------
(Name of Issuer)
Common Shares, $.01 Par Value
-----------------------------
(Title of Class of Securities)
00755F 10
---------
(CUSIP Number)
James A. Ralston
Smith & Nephew SNATS, Inc.
1450 Brooks Road
Memphis, TN 38116
(901) 396-2121
---------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 10, 2002
----------------
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e),13d-1(f) or 13d-1(g), check the
following: [_]
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided on 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).
SCHEDULE 13D
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CUSIP No. 00755F 10 Page 2 of 21 Pages
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1 NAME OF REPORTING PERSON
Smith & Nephew SNATS, Inc. 62-1598647
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,104,163
OWNED BY EACH
REPORTING
PERSON WITH
--------------------------------------------------------------------------------
8 SHARED VOTING POWER
-0-
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,104,163
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,104,163
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.98%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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2
SCHEDULE 13D
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CUSIP No. 00755F 10 Page 3 of 21 Pages
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1 NAME OF REPORTING PERSON
Smith & Nephew Holdings, Inc. 51-0377156
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) :
(b) [X]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,104,163
OWNED BY EACH
REPORTING
PERSON WITH
--------------------------------------------------------------------------------
8 SHARED VOTING POWER
-0-
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,104,163
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,104,163
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.98%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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3
SCHEDULE 13D
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CUSIP No.00755F10 Page 4 of 21 Pages
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1 NAME OF REPORTING PERSON
Smith & Nephew plc
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
--------------------------------------------------------------------------------
NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 5,104,163
REPORTING
PERSON WITH
--------------------------------------------------------------------------------
8 SHARED VOTING POWER
-0-
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,104,163
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,104,163
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.98%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
4
Introduction
This Amendment to Schedule 13D, filed jointly by Smith & Nephew plc
("Parent"), Smith & Nephew Holdings, Inc. ("Holdings") and Smith & Nephew
SNATS, Inc. ("S&N"), relates to the common stock, par value $.01 per share
("ATS Common Stock"), of Advanced Tissue Sciences, Inc., a Delaware
corporation ("ATS"), and, amends the Schedule 13D filed by Parent, Holdings
and S&N with the Securities and Exchange Commission on July 9, 1999, as
amended on September 29, 2000.
Item 1. Security and Issuer.
This statement relates to the ATS Common Stock. ATS is a Delaware
corporation, the principal executive offices of which are located at 10933
North Torrey Pines Road, La Jolla, California 92037.
Item 2. Identity and Background.
This statement is being filed by the Parent, Holdings and S&N. Parent is a
corporation incorporated under the laws of England and Wales. Its principal
executive offices are located at Heron House, 15 Adam Street, London,
England WG2N 6LA. It is engaged in the medical and healthcare business.
Holdings, an indirect, wholly-owned subsidiary of Parent, is a corporation
incorporated under the laws of Delaware. Its principal executive offices
are located at 1209 N. Orange Street, Wilmington, Delaware 19801-1119. It
is a holding company.
S&N, an indirect, wholly owned subsidiary of Parent, and a direct, wholly
owned subsidiary of Holdings, is a corporation incorporated under the laws
of Delaware. Its principal executive offices are located at 1209 N. Orange
Street, Wilmington, Delaware 19801-1119. It is a holding company.
Annex A, attached hereto and incorporated by reference, sets forth the
name, residence or business address, present principal occupation or
employment and citizenship of each executive officer and of each director
of Parent.
Neither Parent nor any of the persons listed in Annex A has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Neither Parent nor any of the persons listed on Annex A has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
5
Annex B attached hereto and incorporated by reference, sets forth the name,
residence or business address, present principal occupation or employment
and citizenship of each executive officer and of each director of Holdings.
Neither Holdings nor any of the persons listed in Annex B has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Neither Holdings nor any of the persons listed on Annex B has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
Annex C, attached hereto and incorporated by reference, sets forth the
name, residence or business address, present principal occupation or
employment and citizenship of each executive officer and of each director
of S&N.
Neither S&N nor any of the persons listed in Annex C has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Neither S&N nor any of the persons listed on Annex C has, during the last
five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with respect to
such laws.
6
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Stock Purchase Agreement dated January 14, 1998, (the
"Purchase Agreement") between S&N and ATS, S&N acquired 1,533,115 shares of
the ATS Common Stock for $13.0453333333 per share or a total of
$19,999,996.21. The funds for such acquisition were obtained from working
capital at the parent company level which were either loaned or contributed
to S&N.
Pursuant to a Promissory Note dated March 31, 1997 as amended June 18, 1999
(the "Note"), S&N loaned ATS $10,000,000. This loan was repayable by ATS in
either cash or, under certain circumstances, ATS Common Stock. The funds
for such loan were obtained from working capital at the parent company
level which were either loaned or contributed to S&N. On June 18, 1999 ATS
notified S&N of its election, pursuant to Section 2.3 of the Note, to repay
the outstanding amounts under the Note in shares of ATS Common Stock. On
June 30, 1999 ATS issued S&N 2,800,595 additional shares of ATS Common
Stock.
Pursuant to an Agreement, dated May 6, 1994, between S&N and ATS, S&N
loaned ATS $10,000,000. The funds for such loan were obtained from working
capital at the parent company level which were either loaned or contributed
to S&N. On September 29, 2000, ATS paid S&N $4,300,000 in cash on the loan,
with the remaining balance of $5,700,000 being paid to S&N by the issuance
of 770,453 shares of ATS Common Stock.
Item 4. Purpose of Transaction.
The purpose of acquiring the shares is for investment. Depending upon its
evaluation of ATS' business prospects and financial condition, the market for
ATS Common Stock and other factors that it may deem material to its investment
decision, S&N may acquire additional shares of ATS Common Stock in the open
market, in private transactions or by any other permissible means or may dispose
of all or a portion of the shares of ATS Common Stock which are currently owned
or which are hereafter acquired.
On October 10, 2002, in connection with their bankruptcy filing, ATS and certain
of its subsidiaries filed a Section 363 motion to allow S&N to purchase certain
of their assets and certain equity interests held by such entities. This
transaction and a related loan agreement are more fully described in Item 6
hereof. S&N would fund the proposed transaction and financing from capital
contributions or loans from its parent company. The parent company expects to
provide any funds necessary from working capital.
7
Item 5. Interest in Securities of the Issuer.
S&N holds 5,104,163 shares of ATS Common Stock representing approximately
6.98% of the 73,154,753 issued and outstanding shares as of August 9, 2002.
The number of shares of ATS Common Stock as to which S&N has:
(i) sole power to vote or direct the vote is 5,104,163 shares;
(ii) shared power to vote or to direct the vote is 0 shares;
(iii) sole power to dispose or to direct the disposition is
5,104,163; and (iv) shared power to dispose or direct the
disposition is 0.
No other transactions in ATS Common Stock were effected by Parent, Holdings
or S&N within the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
S&N and ATS are involved in a variety of ongoing arrangements and
understandings. In April 1996, S&N and ATS entered into an agreement to
form a fifty-fifty joint venture for the worldwide commercialization of
Dermagraft, ATS' tissue-engineered replacement for the treatment of
diabetic foot ulcers (the "Dermagraft Joint Venture"). In January 1998, S&N
and ATS expanded the Dermagraft Joint Venture to include, with certain
exceptions, any products using ATS' technology for medical care and
treatment of skin tissue wounds, such as pressure and venous ulcers, burns
and skin tissue defects. The Dermagraft Joint Venture was further expanded
in August 1998 by giving S&N the exclusive right to market TransCyte as a
temporary covering for full and partial thickness burns in the United
States, beginning in October 1998. Under the terms of the Dermagraft Joint
Venture agreements, ATS is responsible for supervising the manufacturing of
Dermagraft and TransCyte. S&N's existing wound care sales force and
distribution network is used to market the products.
As consideration for entering into the Dermagraft Joint Venture, S&N paid
ATS $10 million in 1996. In connection with the 1998 expansion of the joint
venture, S&N and ATS entered into the Purchase Agreement pursuant to which
S&N purchased 1,533,115 shares of ATS Common Stock. The Dermagraft Joint
Venture agreements also provide for certain payments by S&N to ATS upon the
achievement of certain milestones. The first of these payments, $15
million, was made in January 1999 and up to an additional $136 million may
be payable in the future. Except for $10 million in regulatory approval and
reimbursement milestones related to Dermagraft in the treatment of diabetic
foot ulcers, all other approval, reimbursement and sales milestones are
subject to, and payable from, joint venture earnings exceeding certain
minimum levels. ATS and S&N will share equally in the expenses and revenues
of the Dermagraft Joint venture except, as provided in the expansion
agreements, ATS will fund the first $6 million of expenses for conducting
clinical trials and for regulatory support of Dermagraft and TransCyte in
the treatment of venous and pressure ulcers as well as certain
manufacturing and distribution costs and certain costs related to
post-market studies of TransCyte through December 1999. Pursuant to the
Dermagraft Joint Venture
8
agreements, each of S&N and ATS has certain rights or obligations to
purchase the other's interest under certain circumstances.
In connection with the Dermagraft Joint Venture, Parent and ATS each own
50% of DermEquip, L.L.C. ("DermEquip"). In August 1997, DermEquip entered
into a term loan agreement with The Chase Manhattan Bank to borrow up to
$16 million (the "Chase Loan") through June 1998. During the first half of
1998, DermEquip completed drawdowns under the loan agreement to a total of
$16 million. Principal is payable in equal quarterly installments from June
1998 through June 2004. The Chase Loan bears interest payable quarterly at
the 90-day London Interbank Offered Rate ("LIBOR") plus 1/4 percent (5.56%
at December 31, 998). DermEquip's obligations with respect to the Chase
Loan are jointly and severally guaranteed by Parent and ATS. The guarantees
are secured by DermEquip's assets, having a carrying value of $14,485,000
as of December 31, 1998, and by each of Parent's and ATS' interest in
DermEquip.
In 1994, S&N and ATS entered into a separate fifty-fifty joint venture for
the worldwide development, manufacture and marketing of human-based,
tissue-engineered cartilage for orthopedic applications (the "NeoCyte Joint
Venture"). Under the agreement, S&N contributed the first $10 million in
the NeoCyte Joint Venture funding and ATS contributed certain technology
licenses. Revenues and expenditures of the NeoCyte Joint Venture after the
first $10 million are being shared equally by the partners. In addition,
S&N provided ATS with a $10 million loan commitment to fund ATS' share of
the expenditures of the NeoCyte Joint Venture. This loan has been paid off,
as provided in Item 3 above. The NeoCyte Joint Venture also has the right
of first negotiation to develop tissue-engineered bone, tendon and ligament
for orthopedic applications.
On October 10, 2002, ATS and certain of its subsidiaries (the "ATS
Entities") filed a voluntary petition for reorganization under Chapter 11
of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of California (the "Filing"). As part of the Filing, ATS
filed a Section 363 motion to allow S&N to purchase the ATS Entities'
equity interests in the Dermagraft Joint Venture and DermEquip and related
assets (the "Sale") pursuant to an Asset and Equity Purchase Agreement
among the ATS Entities, S&N and T. J. Smith & Nephew Limited (the "Sale
Agreement") for a purchase price of $10 million in cash and the assumption
of certain liabilities. The Sale Agreement also contemplates that the
parties will agree to cease operations of the NeoCyte Joint Venture and
enter into agreements whereby each of S&N and its affiliates and the ATS
Entities will have non-exclusive rights to the technology and intellectual
property of the NeoCyte Joint Venture. If the Sale is approved by the
bankruptcy court, the parties anticipate closing the transactions
contemplated in the Sale Agreement as soon as practicable (subject to any
required regulatory approvals).
In addition, the Filing also includes a proposed Loan and Security
Agreement pursuant to which S&N would lend up to $5 million to the ATS
Entities as "debtor-in-possession" financing to finance the operations of
the ATS Entities and the Dermagraft Joint Venture pending the Sale. Any
funds so loaned would be offset against the purchase price contemplated by
the Sale Agreement. The S&N proposed financing and the Sale are subject to
approval by the bankruptcy court. S&N would fund the proposed financing and
the Sale from capital
9
contributions or loans from its parent company. The parent company expects to
provide any funds necessary from working capital.
10
Item 7. Material to be Filed as Exhibits. Except as otherwise
indicated, all exhibits have been previously filed.
Exhibit I* Agreement of Joint Filing, dated October 11, 2002.
Exhibit II Common Stock Purchase Agreement, dated January 14, 1998
between Advanced Tissue Sciences, Inc. and Smith and
Nephew SNATS, Inc., incorporated by reference to Exhibit
10.2 to Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 14, 1998 by
Advanced Tissue Sciences, Inc.
Exhibit III Promissory Note between Advanced Tissue Sciences, Inc. and
Smith & Nephew SNATS, Inc., dated March 31, 1997,
incorporated by reference to Exhibit 10.1 to the Form 10-Q
for the Quarter Ended March 31, 1997 filed with the
Securities and Exchange Commission by Advanced Tissue
Sciences, Inc.
Exhibit IV Amendment to the Promissory Note between Advanced Tissue
Sciences, Inc. and Smith & Nephew SNATS, Inc., dated June
18, 1999, previously filed as Exhibit IV to the Schedule
13D dated July 9, 1999, filed with the Securities and
Exchange Commission by Smith & Nephew Holdings, Inc.,
Smith & Nephew SNATS, Inc. and Smith & Nephew plc.
Exhibit V Agreement between Advanced Tissue Sciences, Inc. and Smith
& Nephew plc dated May 6, 1994, incorporated by reference
to Exhibit 10.1 to the Form 10-Q for the Quarter Ended
March 31, 1994 filed with the Securities and Exchange
Commission by Advanced Tissue Sciences, Inc.
Exhibit VI Heads of Agreement between Advanced Tissue Sciences, Inc.
and Smith & Nephew plc dated April 29, 1996, incorporated
by reference to Exhibit 10.1 to the Form 10-Q for the
Quarter Ended March 31, 1996 filed with the Securities and
Exchange Commission by Advanced Tissue Sciences, Inc.
Exhibit VII Promissory Note between Advanced Tissue Sciences, Inc. and
Smith & Nephew SNATS, Inc. dated June 11, 1997,
incorporated by reference to Exhibit 10.2 to the Form 10-Q
for the Quarter Ended June 30, 1997 filed with the
Securities and Exchange Commission by Advanced Tissue
Sciences, Inc.
Exhibit VIII Heads of Agreement dated January 14, 1998 between Advanced
Tissue Sciences Inc. and Smith & Nephew plc, incorporated
by reference to Exhibit 10.1 to Current Report on Form 8-K
dated January 14, 1998 filed with the Securities and
Exchange Commission by Advanced Tissue Sciences, Inc.
Exhibit IX Heads of Agreement between Advanced Tissue Sciences, Inc.
and Smith & Nephew plc dated August 6, 1998, incorporated
by reference to Exhibit
11
10.1 to the Form 10-Q for the Quarter Ended June 30, 1998
filed with the Securities and Exchange Commission by
Advanced Tissue Sciences, Inc.
Exhibit X U.S. $16,000,000 Loan Facility to DermEquip, L.L.C.
provided by the Chase Manhattan Bank dated August 12,
1997, incorporated by reference to Exhibit 10.1 to the
Form 10-Q for the Quarter Ended September 30, 1997 filed
with the Securities and Exchange Commission by Advanced
Tissue Sciences, Inc.
Exhibit XI Term Sheet restructuring certain terms of the Dermagraft
Joint Venture, as amended and effective as of September
2000 between Advanced Tissue Sciences, Inc. and Smith &
Nephew plc, incorporated by reference to Exhibit 10.3 to
the Form 10-Q for the Quarter Ended September 30, 2000
filed with the Securities and Exchange Commission by
Advanced Tissue Sciences, Inc.
Exhibit XII* Asset and Equity Purchase Agreement among Advanced Tissue
Sciences, Inc., ATS Dermagraft, Inc., ATS Orthopedics,
Inc., Smith & Nephew SNATS, Inc. and T. J. Smith & Nephew
Limited.
Exhibit XIII* Loan and Security Agreement among Advanced Tissue
Sciences, Inc., ATS Dermagraft, Inc., ATS Orthopedics,
Inc. and Smith & Nephew SNATS, Inc.
-----------------
* Filed herewith.
12
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, correct and
complete.
October 11, 2002
----------------------------
(Date)
/s/ James A. Ralston
----------------------------
(Signature)
James A. Ralston, Vice President and Treasurer
----------------------------------------------
(Name and Title)
13
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS
OF
SMITH & NEPHEW PLC
Directors of Smith & Nephew plc
Name: Mr Dudley G Eustace
Position: Chairman
Nationality: British
Business Address: Smith & Nephew plc
15 Adam Street
London WC2N 6LA
Name: Mr Christopher J O'Donnell
Position: Chief Executive
Nationality: British
Business Address: Smith & Nephew plc
15 Adam Street
London WC2N 6LA
Name: Mr Peter Hooley
Position: Group Finance Director
Nationality: British
Business Address: Smith & Nephew plc
15 Adam Street
London WC2N 6LA
Name: Dr Rolf W H Stomberg
Position: Non-Executive Director
Nationality: German
Business Address: Management Consulting Group PLC
11/th/ Floor
21 New Fetter Lane
London EC4A 1AW
Name: Mr Richard U de Schutter
Position: Non-Executive Director
Nationality: American
Business Address: 733 Ravine Avenue
Lake Bluff, Illinois 60044 U.S.A.
Name: Dr Pamela J Kirby
14
Position: Non-Executive Director
Nationality: British
Business Address: Quintiles Transnational Corp
4709 Creekstone Drive, Suite 200
Durham NC 27703 U.S.A.
Name: Mr Warren D Knowlton
Position: Non-Executive Director
Nationality: American
Business Address: 29709 Somerset
Perrysburg, Ohio 43551 U.S.A.
Name: Sir Timothy Lankester
Position: Non-Executive Director
Nationality: British
Business Address: Corpus Christi College
Merton Street
Oxford OX1 4JF
Name: Mr Brian Larcombe
Position: Non-Executive Director
Nationality: British
Business Address: 3i Group plc
91 Waterloo Road
London SE1 8XP
Officers of Smith & Nephew plc
Name: Mr James L Dick
Position: President, Advanced Wound Management
Nationality: British
Business Address: Smith & Nephew Medical Ltd.
P.O. Box 81
101 Hessle Road
Hull
HU3 2BN
Name: Mr Peter W Huntley
Position: Group Director, Strategy & Business Development
Nationality: Australian
Business Address: Smith & Nephew plc
15 Adam Street
London WC2N 6LA
Name: Mr Larry W Papasan
15
Position: Chairman, Orthopaedics
Nationality: American
Business Address: Smith & Nephew Inc.
1450 Brooks Road
Memphis, Tennessee 38116 USA
Name: Mr David Illingworth
Position: President, Orthopaedics
Nationality: American
Business Address: Smith & Nephew Inc.
1450 Brooks Road
Memphis, Tennessee 38116 USA
Name: Mr James A Ralston
Position: Chief Legal Officer
Nationality: American
Business Address: Smith & Nephew Inc.
1450 Brooks Road
Memphis, Tennessee 38116 USA
Name: Mr Ronald M Sparks
Position: President, Endoscopy
Nationality: American
Business Address: Smith & Nephew Inc.
150 Minuteman Road
Andover, Massachusetts 01810 USA
Name: Dr Alan Suggett
Position: Group Director, Technology
Nationality: British
Business Address: Smith & Nephew Group Research Centre
York Science Park
Heslington
York
YO10 5DF
Name: Mr James Taylor
Position: Group Director, Indirect Markets
Nationality: British
Business Address: Smith & Nephew plc
15 Adam Street
London WC2N 6LA
Name: Mr Paul M Williams
Position: Group Director, Human Resources
16
Nationality: British
Business Address: Smith & Nephew plc
15 Adam Street
London WC2N 6LA
Name: Mr Paul R Chambers
Position: Company Secretary
Nationality: British
Business Address: Smith & Nephew plc
15 Adam Street
London WC2N 6LA
17
ANNEX B
EXECUTIVE OFFICERS AND DIRECTORS
OF
SMITH & NEPHEW HOLDINGS, INC.
NAME POSITION ADDRESS CITIZENSHIP
---- -------- ------- -----------
James A. Ralston Chairman of the Board, Smith & Nephew, Inc. U.S.A
President 1450 Brooks Road
Memphis, TN 38116
Ron Sparks Director, Secretary Smith & Nephew Endoscopy U.S.A
and Treasurer 160 Danscomb Road
Andover, MA 01810
Tony Parish Assistant Secretary Smith & Nephew, Inc. U.S.A
1450 Brooks Road
Memphis, TN 38116
Larry Papasan Director Smith & Nephew Orthopaedics U.S.A
1450 Brooks Road
Memphis, TN 38116
18
ANNEX C
EXECUTIVE OFFICERS AND DIRECTORS
OF
SMITH & NEPHEW SNATS, INC.
NAME POSITION ADDRESS CITIZENSHIP
---- -------- ------- -----------
Lucy Fuller Director Smith & Nephew plc British
Heron House
15 Adam Street
London
WC2N 6LA
England
James A. Ralston Director, Vice President & Smith & Nephew, Inc. U.S.A
Treasurer 1450 Brooks Road
Memphis, TN 38116
Alan Suggett Chairman of the Board, Smith & Nephew British
President Group Research Centre
York Science Park
Heslington
York, YO1 5DF
England
Robert Lucas Secretary Smith & Nephew, Inc. U.S.A
1450 Brooks Road
Memphis, TN 38116
19
EXHIBIT INDEX
Exhibit I* Agreement of Joint Filing, dated October 11, 2002.
Exhibit II Common Stock Purchase Agreement, dated January 14,
1998 between Advanced Tissue Sciences, Inc. and
Smith & Nephew SNATS, Inc., incorporated by
reference to Exhibit 10.2 to Current Report on
Form 8-K filed with the Securities and Exchange
Commission on January 14, 1998 by Advanced Tissue
Sciences, Inc.
Exhibit III Promissory Note between Advanced Tissue Sciences,
Inc. and Smith & Nephew SNATS, Inc., dated March
31, 1997, incorporated by reference to Exhibit
10.1 to the Form 10-Q for the Quarter Ended March
31, 1997 filed with the Securities and Exchange
Commission by Advanced Tissue Sciences, Inc.
Exhibit IV Amendment to the Promissory Note between Advanced
Tissue Sciences, Inc. and Smith & Nephew SNATS,
Inc., dated June 18, 1999, previously filed as
Exhibit IV to the Schedule 13D dated July 9, 1999,
filed with the Securities and Exchange Commission
by Smith & Nephew Holdings, Inc., Smith & Nephew
SNATS, Inc., and Smith & Nephew plc.
Exhibit V Agreement between Advanced Tissue Sciences, Inc.
and Smith & Nephew plc dated May 6, 1994,
incorporated by reference to Exhibit 10.1 to the
Form 10-Q for the Quarter Ended March 31, 1994
filed with the Securities and Exchange Commission
by Advanced Tissue Sciences, Inc.
Exhibit VI Heads of Agreement between Advanced Tissue
Sciences, Inc. and Smith & Nephew plc dated April
29, 1996, incorporated by reference to Exhibit
10.1 to the Form 10-Q for the Quarter Ended March
31, 1996 filed with the Securities and Exchange
Commission by Advanced Tissue Sciences, Inc.
Exhibit VII Promissory Note between Advanced Tissue Sciences,
Inc. and Smith & Nephew SNATS, Inc. dated June 11,
1997, incorporated by reference to Exhibit 10.2 to
the Form 10-Q for the Quarter Ended June 30, 1997
filed with the Securities and Exchange Commission
by Advanced Tissue Sciences, Inc.
Exhibit VIII Heads of Agreement dated January 14, 1998 between
Advanced Tissue Sciences Inc. and Smith & Nephew
plc, incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K dated January 14, 1998
filed with the Securities and Exchange Commission
by Advanced Tissue Sciences, Inc.
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Exhibit IX Heads of Agreement between Advanced Tissue Sciences,
Inc. and Smith & Nephew plc dated August 6, 1998,
incorporated by reference to Exhibit 10.1 to the Form
10-Q for the Quarter Ended June 30, 1998 filed with
the Securities and Exchange Commission by Advanced
Tissue Sciences, Inc.
Exhibit X U.S. $16,000,000 Loan Facility to DermEquip, L.L.C.
provided by the Chase Manhattan Bank dated August 12,
1997, incorporated by reference to Exhibit 10.1 to
the Form 10-Q for the Quarter Ended September 30,
1997 filed with the Securities and Exchange
Commission by Advanced Tissue Sciences, Inc.
Exhibit XI Term Sheet restructuring certain terms of the
Dermagraft Joint Venture, as amended and effective as
of September 2000 between Advanced Tissue Sciences,
Inc. and Smith & Nephew plc, incorporated by
reference to Exhibit 10.3 to the Form 10-Q for the
Quarter Ended September 30, 2000 filed with the
Securities and Exchange Commission by Advanced Tissue
Sciences, Inc.
Exhibit XII* Asset and Equity Purchase Agreement among Advanced
Tissue Sciences, Inc., ATS Dermagraft, Inc., ATS
Orthopedics, Inc., Smith & Nephew SNATS, Inc. and T.
J. Smith & Nephew Limited.
Exhibit XIII* Loan and Security Agreement among Advanced Tissue
Sciences, Inc., ATS Dermagraft, Inc., ATS
Orthopedics, Inc. and Smith & Nephew SNATS, Inc.
---------------
*Filed herewith.
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