Edgar Filing: REGEN BIOLOGICS INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. ) 1

REGEN BIOLOGICS, INC.
(Name of Issuer)

COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)

04268Q-101
(CUSIP Number)

DAVID S. WISE
CENTERPULSE USA INC.
12 GREENWAY PLAZA, SUITE 1000
HOUSTON, TEXAS 77046
(713) 561-6365
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

JUNE 21, 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 that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. o

NOTE. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEEss.240.13d-7 for other
parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 9 Pages)

-----------

1 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 in a prior cover page.

The information required on 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 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. 04268Q-101 13D PAGE 2 OF 9 PAGES
---------------------- ----------------------

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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

CENTERPULSE USA HOLDING CO.

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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]

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3 SEC USE ONLY

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4 SOURCE OF FUNDS*

N/A

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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

UNITED STATES

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7 SOLE VOTING POWER

NUMBER OF 0
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 26,191,788
REPORTING ---------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

7,288,939
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,288,939(1), 26,191,788(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[_]

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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.8%(1), 53.0%(2)
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14 TYPE OF REPORTING PERSON*

CO
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(1) Represents number and percentage of shares Centerpulse USA Holding Co.
beneficially owns irrespective of membership in a group. Includes 808,910 shares
of common stock, 5,181,108 shares of convertible preferred stock on an
as-converted basis, and 1,207,139 shares of preferred stock issuable upon
exercise of vested warrants.

(2) Represents aggregate number and percentage of shares beneficially owned by
the group, of which Centerpulse USA Holding Co. is a member pursuant to the
terms of the Stockholders' Agreement, discussed further below.

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CUSIP NO. 04268Q-101 13D PAGE 3 OF 9 PAGES
---------------------- ----------------------

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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

CENTERPULSE LTD.

--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]

--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

N/A

--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]

--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

SWITZERLAND

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7 SOLE VOTING POWER

7,288,939
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,288,939(1), 26,191,788(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[_]

--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.8%(1), 53.0%(2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

CO HC
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ITEM 1. SECURITY AND ISSUER.

The title of the class of equity securities to which this statement
relates is Common Stock, $.01 par value per share (the "Common Stock"), of ReGen
Biologics, Inc., a Delaware corporation (the "Issuer"), formerly named Aros
Corporation, whose principal executive offices are located at 1290 Bay Dale
Drive, PMB 351, Arnold, Maryland 21012.

ITEM 2. IDENTITY AND BACKGROUND.

Centerpulse USA Holding Co. (formerly Sulzer Medica USA Holding Co.) is a
wholly owned subsidiary of Centerpulse Ltd. (formerly Sulzer Medica Ltd).

(a) - (c) Addendum A, attached to this Schedule 13D and incorporated by
reference herein, sets forth the additional information required by Item 2
with respect to Centerpulse USA Holding Co., a Texas corporation, and
Centerpulse Ltd. a company organized under the laws of Switzerland, and
their respective directors and executive officers.

(d) During the last five years, Centerpulse Ltd. and Centerpulse USA
Holding Co. have not and, to the best knowledge of such reporting persons,
no person named on Addendum A has been convicted in a criminal proceeding
(excluding minor traffic violations or similar misdemeanors).

(e) During the last five years, Centerpulse Ltd. and Centerpulse USA
Holding Co. have not and, to the best knowledge of such reporting persons,
no person named on Addendum A has 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.

(f) Centerpulse USA Holding Co. is a Texas corporation; Centerpulse Ltd.
is a company organized under the laws of Switzerland. Except as otherwise
indicated, Each of the persons named in Addendum A is a citizen and
resident of the United States.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Pursuant to a Series D Stock Purchase Agreement dated February 16, 1996,
Centerpulse USA Holding Co. acquired 931,035 shares of Series D Convertible
Preferred Stock of ReGen Biologics, Inc., a Delaware corporation ("ReGen"), for
cash of $6,750,003. Pursuant to a Series F Preferred Stock and Warrant Purchase
Agreement dated November 30, 1998, Centerpulse USA Holding Co. acquired 453,310
shares of Series F Convertible Preferred Stock and a warrant to purchase up to a
maximum of 449,888 shares of Series C Convertible Preferred Stock of ReGen at
$4.50 per share for cash in the amount of $3,957,396. In conjunction with a
Credit Agreement ReGen entered into with Centerpulse USA Holding Co. dated as of
March 14, 2000, Centerpulse USA Holding Co. acquired warrants to purchase
150,000 shares of common stock of ReGen at $4.50 per share. On June 21, 2002,
Centerpulse USA Holding Co. acquired 533,418 shares of Series G Convertible
Preferred Stock of ReGen for $1.2321 per share and warrants to purchase 133,354
shares of common stock of ReGen for $1.2321 per share. Centerpulse USA Holding
Co. received the securities to which this Schedule 13D relates in connection
with that certain Agreement and Plan of Merger (the "Merger Agreement"), dated
as of June 21, 2002, by and among Aros Corporation ("Aros"), Aros Acquisition
Corp., a wholly owned subsidiary of Aros Corporation, and ReGen, pursuant to
which ReGen became a wholly owned subsidiary of Aros

Page 4 of 9

(the "Merger"). As consideration for the Merger, the holders of all of ReGen's
issued and outstanding capital stock exchanged their shares for shares of
capital stock of Aros. In addition, Aros agreed to assume all stock option and
warrant obligations of ReGen in connection with the Merger. Specifically, each
share of ReGen common stock issued and outstanding immediately prior to the
effective time of the Merger was converted into the right to receive 2.7495
shares of Aros common stock; each share of ReGen's Series A through F preferred
stock issued and outstanding immediately prior to the effective time of the
Merger was converted into the right to receive 0.0663 shares of Aros common
stock, plus 2.6832 shares of Aros Series B convertible preferred stock, par
value $0.01 per share; and each share of ReGen's Series G preferred stock issued
and outstanding immediately prior to the effective time of the Merger was
converted into the right to receive 2.7495 shares of Aros Series A convertible
preferred stock, par value $0.01 per share.

In connection with the Merger, Dr. Steadman, Allen & Company Incorporated,
Sanderling Venture Partners IV Co-Investment Fund, L.P., Sanderling IV
Biomedical Co-Investment Fund, L.P., Sanderling IV Venture Management,
Sanderling Venture Partners V Co-Investment Fund, L.P., Sanderling V Biomedical
Co-Investment Fund, L.P., Sanderling V Limited Partnership, Sanderling V
Beteiligungs GmbH & Co. KG, Sanderling V Ventures Management, Sanderling Venture
Partners II, L.P., Sanderling Ventures Limited, L.P. and Centerpulse USA Holding
Co., all former stockholders of ReGen, entered into a Stockholders' Agreement
(the "Stockholders' Agreement"), dated as of June 21, 2002, whereby the parties
to the Stockholders' Agreement agreed to vote all of their shares of capital
stock of Aros in favor of certain corporate actions, including but not limited
to maintaining the Aros board of directors at seven (7) members, electing
certain individuals to the Aros board, amending the Aros certificate of
incorporation to increase the number of authorized shares of common stock of
Aros and amending the Aros' by-laws. References to and descriptions of the
Merger Agreement and Stockholders' Agreement as set forth in this Item 3 are
qualified in their entirety by reference to the copies of such agreements
included as Exhibits 1 and 2, respectively, to this Schedule 13D, and are
incorporated in their entirety in this Item 3.

On November 12, 2002, Aros filed a Certificate of Ownership and Merger to
change its name from Aros Corporation to ReGen Biologics, Inc.

On December 23, 2002, Allen & Company Incorporated filed a Form 4
reporting the sale of 50,000 shares of the Issuer's common stock on November
26, 2002 and the sale of 25,000 shares of the Issuer's common stock on
November 27, 2002. Allen & Company Inc. also reported that effective November
26, 2002, it was no longer a party to the Stockholders' Agreement and that
it was not a member of a Section 13(d) group that owns more than 10% of the
Issuer's common stock.

ITEM 4. PURPOSE OF TRANSACTION.

(a) - (j) The information set forth or incorporated by reference in Item 3
above is hereby incorporated herein by reference.

Pursuant to the Stockholders' Agreement, the parties thereto have agreed
to vote all of their shares of common stock, Series A preferred stock and/or
Series B preferred stock of Aros then owned, as well as any shares of capital
stock of Aros acquired after the date of the Stockholders' Agreement, whether
upon the exercise of warrants, options, conversion of convertible securities or
otherwise, in favor of the following:

1. The authorized number of directors on Aros' board of directors
shall be maintained at seven (7) members;

2. The following persons shall be elected to Aros' board of
directors:

a. The then-current Chief Executive Officer of Aros, who shall
initially be Gerald E. Bisbee, Jr.;

Page 5 of 9

b. Two (2) designees of Sanderling Ventures, one of whom shall
initially be Dr. Robert G. McNeil;

c. One (1) designee of Centerpulse USA Holding Co., who shall
initially be Richard Fritschi;

d. One (1) designee of a majority of the members of the board
of directors of Aros immediately prior to the effective time
of the Merger, who shall initially be Alan W. Baldwin; and

e. Two (2) designees of a majority of the foregoing members of
the board of directors of Aros, one of whom shall initially
be Dr. J. Richard Steadman;

3. An amendment to Aros's certificate of incorporation to increase
the number of shares of Aros' authorized common stock by an
amount sufficient for issuance upon conversion or exercise of
the Aros Series A preferred stock, the Aros Series B preferred
stock and the ReGen options and warrants assumed by Aros;

4. The amendment of Aros' bylaws to provide for the governance of
Aros as contemplated by the Stockholders' Agreement and the
Merger Agreement;

5. A reverse stock split;

6. An increase in the number, as of the date of the Stockholders'
Agreement, of shares available for issuance pursuant to options
issued under the Issuer's Employee Stock Option Plan by 3.0
million shares; and

7. A change in the name of Aros and an accompanying ticker symbol
change, both as determined by the board of directors of Aros
subsequent to the effective time of the Merger.

In addition, the parties to the Stockholders' Agreement agreed to vote or
consent (or cause to be voted or consented), in person or by proxy, all shares
and any other voting securities of the Issuer (whenever acquired) that are
beneficially owned or held of record by such party or as to which such party
has, directly or indirectly, the right to vote or direct the voting, (i) against
any amendment or change to the certificate of incorporation or bylaws of the
Issuer providing for the election of less than seven (7) directors, or any other
amendment or change to the certificate of incorporation or bylaws inconsistent
with the terms of the Stockholders' Agreement, or (ii) in favor of any amendment
or change to the certificate of incorporation or bylaws necessary to be made to
render such certificate of incorporation or bylaws consistent with the terms of
the Stockholders' Agreement.

On November 12, 2002, Aros filed a Certificate of Ownership and Merger to
change its name from Aros Corporation to ReGen Biologics, Inc.

References to and descriptions of the Merger Agreement and Stockholders'
Agreement as set forth in this Item 4 are qualified in their entirety by
reference to the copies of such agreements included as Exhibits 2 and 3,
respectively, to this Schedule 13D, and are incorporated in their entirety in
this Item 4.

Page 6 of 9

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Aggregate number of shares of common stock beneficially owned by:

Centerpulse USA Holding Co. (directly) 808,190
Centerpulse USA Holding Co. (indirectly) 6,480,749
Centerpulse Ltd. (indirectly) 7,288,939

Percentage of shares of common stock beneficially owned by:
Centerpulse USA Holding Co. (directly) 14.8%
Centerpulse Ltd. (indirectly) 14.8%

Sole power to vote or direct the vote:
Centerpulse USA Holding Co. (directly) None
Centerpulse USA Holding Co. (indirectly) None
Centerpulse Ltd. (indirectly) None

Shared power to vote or direct the vote:
Centerpulse USA Holding Co. (directly) 808,190
Centerpulse USA Holding Co. (indirectly) 6,480,749
Centerpulse Ltd. (indirectly) 7,288,939

Sole power to dispose or direct the disposition of:
Centerpulse USA Holding Co. (directly) None
Centerpulse USA Holding Co. (indirectly) None
Centerpulse Ltd. (indirectly) None

Shared power to dispose or direct the disposition of:
Centerpulse USA Holding Co. (directly) 808,190
Centerpulse USA Holding Co. (indirectly) 6,480,749
Centerpulse Ltd. (indirectly) 7,288,939

The number of shares of common stock and options and warrants to
purchase common stock of the Issuer covered by the Stockholders' Agreement is
26,191,788, representing approximately 53.0% of the voting power of shares
of common stock of the Issuer on August 28, 2002.

SOLE
NUMBER OF PERCENTAGE VOTING SHARED VOTING
NAME SHARES OF CLASS POWER POWER
-------- ----------- ----------- --------- --------------

J. Richard Steadman 2,759,969 5.58% 0 2,759,969
Sanderling Venture Partners IV Co-Investment Fund, L.P. 1,784,574 3.61% 0 1,784,574
Sanderling IV Biomedical Co-Investment Fund, L.P. 481,836 0.98% 0 481,836
Sanderling IV Venture Management 0 0% 0 0
Sanderling Venture Partners V Co-Investment Fund, L.P. 5,101,815 10.32% 0 5,101,815
Sanderling V Biomedical Co-Investment Fund, L.P. 3,093,053 6.26% 0 3,093,053
Sanderling V Limited Partnership 834,270 1.69% 0 834,270
Sanderling V Ventures Management 343,830 0.70% 0 343,830
Sanderling V Beteiligungs GmbH & Co. KG 704,530 1.43% 0 704,530
Centerpulse USA Holding Co. (formerly Sulzer USA Holding Co.) 7,288,939 14.75% 0 7,288,939
Sanderling Venture Partners II, L.P. 2,399,224 4.85% 0 2,399,224
Sanderling Ventures Limited L.P. 1,399,748 2.83% 0 1,399,748
Total: 26,191,788 53.00% 0 26,191,788

By virtue of the Stockholders' Agreement, Centerpulse USA Holding Co. may
be deemed to be a member of a group with the other parties thereto and share
voting power with such parties with respect to the shares covered by the
Stockholders' Agreement. Centerpulse USA Holding Co. retains shared power with
Centerpulse Ltd. to dispose of or direct the disposition of all shares held by
it.

To the best knowledge of Centerpulse USA Holding Co. and Centerpulse Ltd.,
each of the other parties to the Stockholders' Agreement retains sole power to
dispose of or direct the disposition of all shares held by such party.

(c) To the best knowledge of Centerpulse USA Holding Co. and Centerpulse
Ltd., there have not been any transactions in the class of securities reported
on that were effected during the past sixty days or since the most recent filing
of Schedule 13D (Section 240.13d- 191), whichever is less, by the persons named
in response to paragraph (a).

Page 7 of 9

(d) - (e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

As a condition to the merger of ReGen Biologics, Inc. and Aros Acquisition
Corp., certain stockholders of the issuer entered into to a Stockholders'
Agreement dated June 21, 2002 (the "Stockholders' Agreement"). Pursuant to the
Stockholders' Agreement, Centerpulse USA Holding Co. agreed to vote or consent
the voting securities of the Issuer for the Board of Director designees listed
therein. The Stockholders' Agreement is filed as Exhibit 3 to this Schedule 13D.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

The following exhibits are attached to this Schedule 13D:

Exhibit Description

1. Agreement for Joint Filing.

2. Agreement and Plan of Merger, dated as of June 7, 2002, by
and among ReGen Biologics, Inc., Aros Corporation, and Aros
Acquisition Corp. (incorporated by reference to Exhibit 2.1
of Aros Corporation's Quarterly Report on Form 10-Q filed
with the SEC on August 15, 2002).

3. Stockholders' Agreement, dated as of June 21, 2002, by and
among the several stockholders named therein.

Page 8 of 9

SIGNATURES

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.

March 24, 2003

CENTERPULSE USA HOLDING CO.

By: /s/ DAVID S. WISE
--------------------------------------
Name: DAVID S. WISE
-------------------------------------
Title: SECRETARY
------------------------------------

CENTERPULSE LTD.

By: /s/ CHRISTIAN STAMBACH
----------------------------------------
Name: CHRISTIAN STAMBACH
--------------------------------------
Title: GROUP VICE PRESIDENT--LEGAL & RISK
-------------------------------------

By: /s/ URS KAMBER
-------------------------------------
Name: URS KAMBER
------------------------------------
Title: CHIEF FINANCIAL OFFICER
-----------------------------------

Page 9 of 9

ADDENDUM A

Additional information required by Item 2.

CENTERPULSE USA HOLDING CO.

The principal business address of Centerpulse USA Holding Co., a Texas
corporation, is Twelve Greenway Plaza, Suite 1000, Houston, Texas 77046. Its
principal business is medical device manufacturing. Centerpulse USA Holding Co.
is a wholly owned subsidiary of Centerpulse Ltd. The sole director of
Centerpulse USA Holding Co. is employed by Centerpulse Management Ltd., a
wholly-owned subsidiary of Centerpulse Ltd. The principal business address of
each executive officer and director of Centerpulse USA Holding Co. is
Centerpulse USA Holding Co., Twelve Greenway Plaza, Suite 1000, Houston, Texas
77046. The executive officers and directors of Centerpulse USA Holding Co. are
listed below:

DIRECTORS:

Christian Stambach

EXECUTIVE OFFICERS:

Christian Stambach President
Jim Kane Vice President
Richard J. May Treasurer
David S. Wise Secretary

CENTERPULSE LTD.

The principal business address of Centerpulse Ltd., a company organized
under the laws of Switzerland, is Centerpulse Ltd., Andreastrasse 15, CH-8050
Zurich, Switzerland. Its principal business medical device manufacturing. The
principal business address of each executive officer of Centerpulse Ltd. is
Centerpulse Ltd., Andreastrasse 15, CH-8050 Zurich, Switzerland. The executive
officers of Centerpulse Ltd. are listed below:

EXECUTIVE OFFICERS

Max Link Chairman and Chief Executive Officer

Urs Kamber Chief Financial Officer

Christian Stambach Chief Legal Counsel, Head Group Risk
Management, and General Secretary

Beatrice Tschanz Group Vice President, Corporate Communications

Mattias Molleney Group Vice President, Human Resources

David K. Floyd President Orthopedics Division USA

Richard Fritschi President Orthopedics Division
Europe/Asia/Latin America

Mike McCormick President Spine-Tech Division USA

Dr. Thomas Zehnder President Spine-Tech Global Coordination
& Biologics

Steven E. Hanson President Dental Division

Hans Rudolf Schuerch President Centerpulse Orthopedics Japan

David S. Wise Group Vice President and General Counsel,
Centerpulse USA Inc. and Authorized
Representative in the USA, Centerpulse Ltd.

DIRECTORS

The following table sets forth the name of each director, his principal
occupation or employment and the name, principal business and address of the
corporation or organization in which such employment is conducted.

OCCUPATION, CORPORATION OR PRINCIPAL BUSINESS
ORGANIZATION AND RESIDENCE OF
NAME OR BUSINESS ADDRESS CORPORATION OR ORGANIZATION

Rene Braginsky Director Medical device manufacturing
InCentive Asset Management AG
Todistrasse 36
8002 Zurich
Switzerland

Steffen Gay Professor Research
Clinic of Rheumatology
University Hospital
Gloriastrasse 25.
8091 Zurich
Switzerland

Max Link Chief Executive Officer Medical device manufacturing
Centerpulse Ltd.
Andreastrasse 15
8050 Zurich
Switzerland

Larry L. Mathis Retired Chief Executive Officer Hospital/health care
The Methodist Health Care System
3037 Reba Drive
Houston, TX 77019

Johannes R. Randegger Managing Director Consulting
Randegger Beratung
Brohegasse 45
4126 Bettingen
Switzerland