##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009.
 or
 o
    
    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: 0-19278
 OSTEOTECH, INC.
  Delaware
    
    13-3357370(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 51 James Way, Eatontown, New Jersey 07724
   (732) 542-2800
  þ o
 Yes o
No þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



OSTEOTECH, INC.
 FORM 10-Q
  
 Table of Contents
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2009 and
December 31, 2008
    
    
    3Condensed Consolidated Statements of Operations for the Three Months
Ended March 31, 2009 and 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2009 and 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    20PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 6. Exhibits
    
    
    21Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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PART I. FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 OSTEOTECH, INC. and SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (dollars in thousands)
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    13,697
    
    
    $
    18,823Accounts receivable, net of allowance of $398 in 2009 and $401 in 2008
    
    
    20,815
    
    
    
    17,968Deferred processing costs
    
    
    42,689
    
    
    
    38,715Inventories
    
    
    1,970
    
    
    
    1,467Prepaid expenses and other current assets
    
    
    2,051
    
    
    
    3,115Total current assets
    
    
    81,222
    
    
    
    80,088Property, plant and equipment, net
    
    
    33,128
    
    
    
    34,005Other assets
    
    
    11,710
    
    
    
    13,022Total assets
    
    $
    126,060
    
    
    $
    127,115LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    24,192
    
    
    $
    23,569Current maturities of capital lease obligation
    
    
    919
    
    
    
    895Total current liabilities
    
    
    25,111
    
    
    
    24,464Capital lease obligation
    
    
    12,936
    
    
    
    13,175Other liabilities
    
    
    6,708
    
    
    
    6,626Total liabilities
    
    
    44,755
    
    
    
    44,265Commitments and contingenciesStockholders equity:Preferred stock, $.01 par value; 5,000,000 shares authorized; no shares
issued or outstandingCommon stock, $.01 par value; 70,000,000 shares authorized; issued
17,999,301 shares in 2009 and 17,979,846 shares in 2008
    
    
    180
    
    
    
    180Additional paid-in capital
    
    
    70,268
    
    
    
    69,801Treasury stock, at cost; 115,670 shares in 2009 and 65,190 shares in 2008
    
    
    (227
    )
    
    
    (125
    )Accumulated other comprehensive income
    
    
    1,279
    
    
    
    1,393Retained earnings
    
    
    9,805
    
    
    
    11,601Total stockholders equity
    
    
    81,305
    
    
    
    82,850Total liabilities and stockholders equity
    
    $
    126,060
    
    
    $
    127,115
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OSTEOTECH, INC. and SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS   (dollars in thousands, except per share data)
 Three Months EndedMarch 31,2009
    
    
    2008Revenue
    
    $
    23,931
    
    
    $
    27,631Cost of revenue
    
    
    11,964
    
    
    
    13,389Gross profit
    
    
    11,967
    
    
    
    14,242Marketing, selling and general and administrative
    
    
    11,618
    
    
    
    11,680Research and development
    
    
    1,653
    
    
    
    1,76013,271
    
    
    
    13,440Operating income (loss)
    
    
    (1,304
    )
    
    
    802Other income (expense):Interest income
    
    
    16
    
    
    
    179Interest expense
    
    
    (370
    )
    
    
    (391
    )Other
    
    
    (83
    )
    
    
    278(437
    )
    
    
    66Income (loss) before income taxes
    
    
    (1,741
    )
    
    
    868Income tax provision
    
    
    55
    
    
    
    60Net income (loss)
    
    $
    (1,796
    )
    
    $
    808Earnings (loss) per share:Basic
    
    $
    (.10
    )
    
    $
    .05Diluted
    
    $
    (.10
    )
    
    $
    .05Shares used in computing earnings (loss) per share:Basic
    
    
    17,874,236
    
    
    
    17,716,902Diluted
    
    
    17,874,236
    
    
    
    17,906,646
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OSTEOTECH, INC. and SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS   (dollars in thousands)
 Three Months EndedMarch 31,2009
    
    
    2008Cash Flow From Operating ActivitiesNet income (loss)
    
    $
    (1,796
    )
    
    $
    808Adjustments to reconcile net income (loss)
to net cash provided by operating activities:Depreciation and amortization
    
    
    1,566
    
    
    
    1,343Stock-based compensation expense
    
    
    407
    
    
    
    506Changes in current assets and liabilities:Accounts receivable
    
    
    (2,847
    )
    
    
    (1,922
    )Deferred processing costs
    
    
    (2,495
    )
    
    
    (944
    )Inventories
    
    
    (503
    )
    
    
    (74
    )Prepaid expenses and other current assets
    
    
    1,064
    
    
    
    643Accounts payable and other liabilities
    
    
    623
    
    
    
    (677
    )Net cash used in operating activities
    
    
    (3,981
    )
    
    
    (317
    )Cash Flow From Investing ActivitiesCapital expenditures
    
    
    (635
    )
    
    
    (1,376
    )Other, net
    
    
    (182
    )
    
    
    26Net cash used in investing activities
    
    
    (817
    )
    
    
    (1,350
    )Cash Flow From Financing ActivitiesPurchase of treasury stock
    
    
    (102
    )
    
    
    Proceeds from issuance of common stock
    
    
    47
    
    
    
    295Principal payments on capital lease obligation
    
    
    (215
    )
    
    
    (194
    )Net cash
provided by (used in) financing activities
    
    
    (270
    )
    
    
    101Effect of exchange rate changes on cash
    
    
    (58
    )
    
    
    53Net decrease in cash and cash equivalents
    
    
    (5,126
    )
    
    
    (1,513
    )Cash and cash equivalents at beginning of period
    
    
    18,823
    
    
    
    22,777Cash and cash equivalents at end of period
    
    $
    13,697
    
    
    $
    21,264Supplementary cash flow data:Cash paid during the period for interest
    
    $
    382
    
    
    $
    388Cash (refunded) paid during the period for taxes
    
    $
    (149
    )
    
    $
    152
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OSTEOTECH, INC. and SUBSIDIARIES
 
 Notes to Unaudited Condensed Consolidated Financial Statements  (dollars in thousands, except per share data)
 1. Basis of Presentation
 General
  Recent Accounting Pronouncements
  Adopted
 Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets Business Combinations
 Effective Date of FASB
Statement No. 157 Fair
Value Measurements
 Pending
  i.)
    
    FSP No. 157-4, Determining Whether a Market Is Not Active and a Transaction Is Not
Distressed, (FSP No. 157-4) provides guidelines for making fair value measurements more
consistent with the principles presented in SFAS No. 157. FSP No. 157-4 provides
additional authoritative guidance in determining whether a market is active or inactive,
and whether a transaction is distressed, is applicable to all assets and liabilities
(i.e. financial and nonfinancial) and will require enhanced disclosures.
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OSTEOTECH, INC. and SUBSIDIARIES
 Notes to Unaudited Condensed Consolidated Financial Statements  (dollars in thousands, except per share data)
 ii.)
    
    FSP No. 115-2, FAS 124-2, and EITF 99-20-2, Recognition and Presentation of
Other-Than-Temporary Impairments(FSP 115-2, FAS 124-2,and EITF 99-20-2) provides
additional guidance to provide greater
clarity about the credit and noncredit component of an other-than-temporary impairment event
and to more effectively communicate when an other-than-temporary impairment event has
occurred. FSP 115-2, FAS 124-2, and EITF 99-20-2 applies to investments in debt
securities, which the Company presently does not have.
 iii.)
    
    FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments(FSP FAS 107-1 and APB 28-1) amends FASB Statement No. 107, Disclosures
about Fair Value of Financial Instruments, to require disclosures about fair value of
financial instruments in interim as well as in annual financial statements. FSP No. FAS
107-1 and APB28-1 also amends APB Opinion No. 28, Interim Financial Reporting, to require
those disclosures in all interim financial results, financial
position and financial statement disclosures.
  2. Deferred Processing Costs
  March 31,
    
    
    December 31,2009
    
    
    2008Unprocessed donor tissue
    
    $
    22,570
    
    
    $
    16,922Tissue in process
    
    
    6,057
    
    
    
    4,506Implantable donor tissue
    
    
    14,062
    
    
    
    17,287$
    42,689
    
    
    $
    38,715
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OSTEOTECH, INC. and SUBSIDIARIES
 Notes to Unaudited Condensed Consolidated Financial Statements  (dollars in thousands, except per share data)
 3. Inventories
  March 31,
    
    
    December 31,2009
    
    
    2008Supplies
    
    $
    504
    
    
    $
    478Raw materials
    
    
    860
    
    
    
    533Finished goods
    
    
    606
    
    
    
    456$
    1,907
    
    
    $
    1,467
 4. Shareholders Equity
 Stock Compensation Plans
   RSUs
    
    
    OptionsWeighted-AverageWeighted-
    
    
    
    
    
    
    Weighted-
    
    
    RemainingAverage
    
    
    
    
    
    
    Average
    
    
    ContractualNumber of
    
    
    Grant Date
    
    
    Number of
    
    
    Exercise
    
    
    TermShares
    
    
    Fair Value
    
    
    Shares
    
    
    Price
    
    
    (Years)Outstanding, January 1, 2009
    
    
    790,663
    
    
    $
    4.88
    
    
    
    1,390,962
    
    
    $
    7.42Granted
    
    
    80,328
    
    
    $
    3.00
    
    
    
    
    
    
    
    Vested RSUs or exercised options
    
    
    (8,187
    )
    
    $
    5.96
    
    
    
    
    
    
    
    Forfeited, cancelled or expired
    
    
    (11,535
    )
    
    $
    4.22
    
    
    
    (19,000
    )
    
    $
    4.80Outstanding, March 31, 2009
    
    
    851,269
    
    
    $
    4.51
    
    
    
    1,371,962
    
    
    $
    7.46
    
    
    
    4.2Options exercisable
    
    
    
    
    
    
    
    
    
    
    1,350,712
    
    
    $
    7.51
    
    
    
    4.2
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OSTEOTECH, INC. and SUBSIDIARIES
 Notes to Unaudited Condensed Consolidated Financial Statements  (dollars in thousands, except per share data)
 Stock Repurchase Program
  5. Income Taxes
      6. Commitments and Contingencies
 Litigation
   - 9 -




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OSTEOTECH, INC. and SUBSIDIARIES
 Notes to Unaudited Condensed Consolidated Financial Statements  (dollars in thousands, except per share data)
 Other Contingencies
  7. Comprehensive Income (Loss)
  Three Months EndedMarch 31,2009
    
    
    2008Net income (loss)
    
    $
    (1,796
    )
    
    $
    808Currency translation adjustments
    
    
    (114
    )
    
    
    284Comprehensive income (loss)
    
    $
    (1,910
    )
    
    $
    1,092
 8. Earnings (Loss) Per Share
  Three Months EndedMarch 31,2009
    
    
    2008Net income (loss) available to common stockholders
    
    $
    (1,796
    )
    
    $
    808Denominator for basic earnings (loss) per share,
weighted average common shares outstanding
    
    
    17,874,236
    
    
    
    17,716,902Effect of dilutive securities after application
of the treasury stock method:Restricted stock units
    
    
    
    
    
    
    33,320Stock options
    
    
    
    
    
    
    156,424Denominator for diluted earnings (loss) per share
    
    
    17,874,236
    
    
    
    17,906,646Basic earnings (loss) per share
    
    $
    (.10
    )
    
    $
    .05Diluted earnings (loss) per share
    
    $
    (.10
    )
    
    $
    .05
   - 10 -




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OSTEOTECH, INC. and SUBSIDIARIES
 Notes to Unaudited Condensed Consolidated Financial Statements  (dollars in thousands, except per share data)
 9. Fair Value Measurements
  Level 1:
    
    Observable inputs such as quoted prices in active markets for identical assets or
liabilities;Level 2:
    
    Observable market-based inputs or observable inputs that are corroborated by market
data; andLevel 3:
    
    Unobservable inputs reflecting the Companys own assumptions.
  Quoted Prices in
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    Inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Asset:Money market funds
    
    $
    5,759
    
    
    $
    
    
    
    $
    
  
 Quoted Prices in
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    Inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Asset:Goodwill
    
    $
    
    
    
    $
    
    
    
    $
    1,953
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##### Table of Contents



OSTEOTECH, INC. and SUBSIDIARIES
 Notes to Unaudited Condensed Consolidated Financial Statements  (dollars in thousands, except per share data)
 10. Operating Segments
  Three Months EndedMarch 31,Revenue:
    
    2009
    
    
    2008DBM
    
    $
    14,026
    
    
    $
    16,966Hybrid/Synthetics
    
    
    748
    
    
    
    644Traditional Tissue
    
    
    5,277
    
    
    
    5,110Spinal Allografts
    
    
    1,880
    
    
    
    2,250Client Services
    
    
    1,633
    
    
    
    2,424Other
    
    
    367
    
    
    
    237$
    23,931
    
    
    $
    27,631
 Three Months EndedMarch 31,Operating income (loss):
    
    2009
    
    
    2008DBM
    
    $
    3,932
    
    
    $
    5,981Hybrid/Synthetics
    
    
    102
    
    
    
    (172
    )Traditional Tissue
    
    
    290
    
    
    
    856Spinal Allografts
    
    
    244
    
    
    
    (238
    )Client Services
    
    
    1,193
    
    
    
    1,429Other
    
    
    (129
    )
    
    
    232Corporate
    
    
    (6,936
    )
    
    
    (7,286
    )$
    (1,304
    )
    
    $
    802
  11. Other Income (Expense)
  Three Months EndedMarch 31,Other:
    
    2009
    
    
    2008Foreign exchange gain (loss)
    
    $
    (70
    )
    
    $
    281Other
    
    
    (13
    )
    
    
    (3
    )$
    (83
    )
    
    $
    278
  - 12 -




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Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 The following discussions should be read in conjunction with the condensed consolidated financial
statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q .
 Information included herein contains forward-looking statements which can be identified by the
use of forward-looking terminology such as believes, expects, may, will, should, or
anticipates or the negative thereof or variations thereon or comparable terminology, or by
discussions of strategy. No assurance can be given that the future results covered by the
forward-looking statements will be achieved. Some of the matters set forth in Item 1A, Risk
Factors, of our Annual Report on Form 10-K for the year ended December 31, 2008 constitute
cautionary statements identifying factors with respect to such forward-looking statements,
including certain risks and uncertainties, that could cause actual results to vary materially from
the future results indicated in such forward-looking statements. Other factors could also cause
actual results to vary materially from the future results indicated in such forward-looking
statements. Except as may be required by law, we undertake no obligation to update any
forward-looking statement to reflect events after the date of this report.
 FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
 Results of Operations
 Critical Accounting Policies and Estimates
  Net Income (Loss)
 Three Months EndedMarch 31,Percent(dollars in thousands, except per share amounts)
    
    2009
    
    
    2008
    
    
    Change
    
    
    ChangeNet income (loss)
    
    $
    (1,796
    )
    
    $
    808
    
    
    $
    (2,604
    )
    
    
    (322
    )%Earnings (loss) per share:Basic
    
    $
    (.10
    )
    
    $
    .05Diluted
    
    $
    (.10
    )
    
    $
    .05
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Revenue
   Three Months EndedMarch 31,Percent(dollars in thousands)
    
    2009
    
    
    2008
    
    
    Change
    
    
    ChangeDBM Segment
    
    $
    14,026
    
    
    $
    16,966
    
    
    $
    (2,940
    )
    
    
    (17
    )%Hybrid Synthetic Segment
    
    
    748
    
    
    
    644
    
    
    
    104
    
    
    
    16
    %Traditional Tissue Segment
    
    
    5,277
    
    
    
    5,110
    
    
    
    167
    
    
    
    3
    %Spinal Allograft Segment
    
    
    1,880
    
    
    
    2,250
    
    
    
    (370
    )
    
    
    (16
    )%Client Services Segment
    
    
    1,633
    
    
    
    2,424
    
    
    
    (791
    )
    
    
    (33
    )%Other Product Lines
    
    
    367
    
    
    
    237
    
    
    
    130
    
    
    
    55
    %$
    23,931
    
    
    $
    27,631
    
    
    $
    (3,700
    )
    
    
    (13
    )%
 ® ®
 ® ® ®
      - 14 -




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Gross Profit Margin
 Three Months EndedMarch 31,(dollars in thousands)
    
    2009
    
    
    2008Gross profit
    
    $
    11,967
    
    
    $
    14,242Gross margin
    
    
    50
    %
    
    
    52
    %
  Operating Expenses
 Three Months EndedMarch 31,Percent(dollars in thousands)
    
    2009
    
    
    2008
    
    
    Change
    
    
    ChangeMarketing, selling and
general and
administrative
    
    $
    11,618
    
    
    $
    11,680
    
    
    $
    (62
    )
    
    
    (1
    )%Research and development
    
    
    1,653
    
    
    
    1,760
    
    
    
    (107
    )
    
    
    (6
    )%Total
    
    $
    13,271
    
    
    $
    13,440
    
    
    $
    (169
    )
    
    
    (1
    )%
  Operating Income (Loss)
 Three Months EndedMarch 31,Percent(dollars in thousands)
    
    2009
    
    
    2008
    
    
    Change
    
    
    ChangeDBM Segment
    
    $
    3,932
    
    
    $
    5,981
    
    
    $
    (2,049
    )
    
    
    (34
    )%Hybrid/Synthetic Segment
    
    
    102
    
    
    
    (172
    )
    
    
    247
    
    
    
    159
    %Traditional Tissue Segment
    
    
    290
    
    
    
    856
    
    
    
    (566
    )
    
    
    (66
    )%Spinal Allograft Segment
    
    
    244
    
    
    
    (238
    )
    
    
    482
    
    
    
    (203
    )%Client Services Segment
    
    
    1,193
    
    
    
    1,429
    
    
    
    (236
    )
    
    
    (17
    )%Other Product Lines
    
    
    (129
    )
    
    
    232
    
    
    
    (361
    )
    
    
    (156
    )%5,632
    
    
    
    8,088
    
    
    
    (2,456
    )
    
    
    (30
    )%Corporate
    
    
    (6,936
    )
    
    
    (7,286
    )
    
    
    350
    
    
    
    5
    %Operating income (loss)
    
    $
    (1,304
    )
    
    $
    802
    
    
    $
    (2,106
    )
    
    
    (263
    )%
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Other Income (Expense)
   Income Tax Provision
       - 16 -




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Liquidity and Capital Resources
 March 31,
    
    
    December 31,2009
    
    
    2008Cash and cash equivalents
    
    $
    13,697
    
    
    $
    18,823Working Capital
    
    $
    56,111
    
    
    $
    55,624Stockholders equity
    
    $
    81,305
    
    
    $
    82,850
  Three Months EndedMarch 31,2009
    
    
    2008Net cash (used in) operating activities
    
    $
    (3,981
    )
    
    $
    (317
    )Net cash (used in) investing activities
    
    $
    (817
    )
    
    $
    (1,350
    )Net cash provided by (used in) financing activities
    
    $
    (270
    )
    
    $
    101Effect of foreign currency exchange rates on cash
    
    $
    (58
    )
    
    $
    53Net decrease in cash and cash equivalents
    
    $
    (5,126
    )
    
    $
    (1,513
    )
 Cash Flow From Operating Activities
  Cash Flow From Investing Activities
  Cash Flow From Financing Activities
   - 17 -




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##### Table of Contents



Financing Needs
  Repurchase of Common Stock
   Maximum Number(or ApproximateTotal Number of
    
    
    Dollar Value)Total
    
    
    
    
    
    
    Shares (or Units)
    
    
    of Shares (or Units)Number
    
    
    Average
    
    
    Purchased as Part
    
    
    That May Yet BeOf Shares
    
    
    Price
    
    
    of Publicly
    
    
    Purchased Under(or Units)
    
    
    Paid Per
    
    
    Announced Plans
    
    
    The PlansPeriod
    
    Purchased
    
    
    Share (or Units)
    
    
    or Program
    
    
    or ProgramsJanuary 1, 2009
through January 31,
2009
    
    
    50,480
    
    
    $
    2.02
    
    
    
    50,480
    
    
    $
    4.8 millionFebruary 1, 2009
through February
28, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 1, 2009
through March 31,
2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Recent Accounting Developments
 Recent Accounting Pronouncements,
  - 18 -




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##### Table of Contents



Contractual Obligations
  Impact of Inflation and Foreign Currency Exchange Fluctuations
   Litigation
   Government Proceedings
   - 19 -




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##### Table of Contents



Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
 15(d)-15(f)
  - 20 -




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 1A. RISK FACTORS
  
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Repurchases of Common Stock
 
 Item 6. EXHIBITS AND REPORTS ON FORM 8-K
  Exhibit
    
    
    
    PageNumber
    
    Description
    
    Number3.1
    
    
    Restated Certificate of Incorporation of Osteotech, as amended (incorporated by
reference to Exhibit 3.1 to Registrants Annual Report on Form 10-K, filed on March
27, 2002)3.2
    
    
    Fifth Amended and Restated Bylaws of Osteotech (incorporated by reference to Exhibit
3.1 to Registrants Current Report on Form 8-K, filed on November 7, 2007)31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    +31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    +32.1
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
    
    +32.2
    
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
    
    +
 +
    
    Filed herewith.  - 21 -




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##### Table of Contents



SIGNATURES
  Date:  May 7, 2009
    Osteotech, Inc.(Registrant)Date:  May 7, 2009
    By:
    /s/ Sam Owusu-AkyawSam Owusu-AkyawPresident and Chief Executive
Officer
(Principal Executive Officer)Date:  May 7, 2009
    By:
    /s/ Mark H. BurroughsMark H. BurroughsExecutive Vice President,
Chief Financial Officer
(Principal Financial Officer and
Chief Accounting Officer)  - 22 -




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##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    
    
    PageNumber
    
    Description
    
    Number31.1
    
    
    Certification of Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
    
    +31.2
    
    
    Certification of Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
    
    +32.1
    
    
    Certification of Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
    
    +32.2
    
    
    Certification of Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
    
    +
 +
    
    Filed herewith.  - 23 -