UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
| x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2005 |
or
| ¨ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to |
Commission file number 0-24517
ORTHOVITA, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 23-2694857 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
45 Great Valley Parkway Malvern, Pennsylvania | 19355 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (610) 640-1775
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share (Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ Nox
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes¨ Nox
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in the definitive proxy statement incorporated by reference in Part III of this annual report on Form 10-K or any amendment to this annual report on Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox
The approximate aggregate market value of Common Stock held by non-affiliates of the registrant was $160,516,539 as of June 30, 2005 (For purposes of determining this amount only, the registrant has defined affiliates as including (a) the executive officers of the registrant as of June 30, 2005, (b) all directors of the registrant as of June 30, 2005 and (c) each stockholder that informed the registrant that as of June 30, 2005 it was the beneficial owner of 10% or more of the outstanding common stock of the registrant).
As of March 14, 2006, there were 52,325,726 shares of the registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of Orthovita, Inc.’s Proxy Statement relating to the 2006 Annual Meeting of Shareholders (to be filed within 120 days after the end of the fiscal year covered by this annual report on Form 10-K) are incorporated into Part III of this annual report on Form 10-K by reference.
EXPLANATORY NOTE
Orthovita, Inc. is filing this amendment on Form 10-K/A to its Form 10-K for the year ended December 31, 2005 solely to include Item 9B and Item 10 which were inadvertently omitted from the Form 10-K due to a clerical error. The Form 10-K/A does not otherwise amend the Form 10-K.
| ITEM 9B. | OTHER INFORMATION |
Not applicable.
PART III
| ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT |
| (a) | Identification of Directors |
Information with respect to the members of the Board of Directors of the Company is set forth under the caption “Nominees for the Board of Directors” in the Company’s definitive proxy statement to be filed pursuant to Regulation 14A, which information is incorporated herein by reference.
| (b) | Identification of Executive Officers |
Information with respect to the executive officers of the Company is set forth under the caption “Executive Officers of Orthovita” in the Company’s definitive proxy statement to be filed pursuant to Regulation 14A, which information is incorporated herein by reference.
| (c) | Section 16(a) Beneficial Ownership Reporting Compliance |
Information with respect to the Section 16(a) compliance of the directors and executive officers of the Company is set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive proxy statement to be filed pursuant to Regulation 14A, which information is incorporated herein by reference.
| (d) | Code of Conduct and Ethics |
Information with respect to the Company’s Code of Conduct is set forth under the caption “Code of Conduct” in the Company’s definitive proxy statement to be filed pursuant to Regulation 14A, which information is incorporated herein by reference.
| (e) | Audit Committee Financial Expert |
Information with respect to the Company’s Audit Committee Financial Expert is set forth under the caption “Audit Committee Report” in the Company’s definitive proxy statement to be filed pursuant to Regulation 14A, which information is incorporated herein by reference.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ORTHOVITA, INC. | ||||||||
Date: April 20, 2006 | By: | /s/ ANTONY KOBLISH | ||||||
Antony Koblish | ||||||||
Chief Executive Officer and President | ||||||||
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