SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): February ~~November 22~~7, ~~2002~~ 2003

ADVANCED TISSUE SCIENCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		0-016607		14-1701513
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

10933 North Torrey Pines Road, La Jolla, California		92037
(Address of Principal Executive Office)		(Zip Code)

10520 Wateridge Circle, San Diego, California 92121

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 713-7300

~~Not~~10933 ~~Applicable~~North Torrey Pines Road, La Jolla, California 92037

(Former name or former address, if changed since last report)

Item 25. ~~Acquisition~~ orOther ~~Disposition of Assets~~ Events

On ~~November~~February 227, ~~2002~~2003, Advanced Tissue Sciences, Inc. ~~announced~~and ~~that~~its ~~the~~wholly-owned ~~company~~subsidiaries ~~completed~~filed ~~the~~their ~~sale~~proposed ofDebtors’ ~~its~~Liquidating ~~interest~~Chapter in11 ~~the~~Plan ~~Dermagraft®~~of ~~Joint~~Reorganization ~~Venture~~under toChapter ~~its~~11 ~~joint~~of ~~venture~~the ~~partner,~~Bankruptcy ~~Smith~~Code &and ~~Nephew.~~proposed ~~The~~Disclosure ~~sale~~Statement ~~was~~Relating ~~made~~to ~~under~~Debtors’ ~~the~~Liquidating ~~previously announced~~Chapter ~~terms,~~11 asPlan ~~approved~~of byReorganization with the United States Bankruptcy Court for the Southern District of California. ~~The~~A ~~closing~~copy of the ~~sale~~press ~~also~~release ~~resulted~~announcing inthe filing of the ~~dissolution~~Plan and Disclosure Statement is attached hereto as Exhibit 99.1 and incorporated herein by reference. Copies of the ~~NeoCyte~~Plan ~~Joint~~and ~~Venture~~Disclosure Statement as filed with the bankruptcy court are attached hereto as Exhibits 2.1 and 2.2, respectively.

AsThe aPlan ~~result~~and ofDisclosure ~~the~~Statement ~~closing~~were offiled within the ~~sale,~~120-day period in which the company ~~received~~has ~~net~~the ~~proceeds~~exclusive right to file a Plan and both the Plan and Disclosure Statement include a list of $7assumptions ~~million~~and a projected potential distribution calculation. ~~This~~The ~~amount~~Disclosure ~~relates~~Statement toand ~~$10~~Plan ~~million~~have innot ~~cash~~been ~~paid~~approved by ~~Smith~~the &bankruptcy ~~Nephew~~court ~~for~~and each may be materially modified before approval. The actual results will differ from the ~~company’s~~projections ~~interest~~contained in the ~~Dermagraft~~ ~~Joint~~Plan ~~Venture,~~and ~~less~~Disclosure $3Statement ~~million~~due ~~previously~~to ~~advanced~~the tocomplexity and uncertainties of selling the ~~company~~remaining byassets ~~Smith~~of &the ~~Nephew~~estate. The results also are subject to change as ~~debtor~~a result of possible further amendments to the Plan and actions or objections of third parties. You should refer to the limitations and qualifications included in ~~possession~~the ~~financing~~Disclosure Statement and Plan with respect to the assumptions and projections.

AThe hearing for the combined approval of the Disclosure Statement and confirmation of the Plan is scheduled for March 19, 2003, and if confirmed at that time as submitted, it will become effective on March 31, 2002. Stockholders may request a written copy of the ~~press~~Plan ~~release~~and ~~announcing~~Disclosure Statement by contacting Lillian L. Ton, Gibson, Dunn & Crutcher LLP, 4 Park Plaza, Suite 1400, Irvine, California 92614-8557, (949) 451-3800. Any oppositions to confirmation of the ~~completion~~Plan or objections to the adequacy of the ~~sale~~Disclosure Statement must be served and ~~related~~filed ~~matters~~no islater ~~attached~~than Friday, March 7, 2003. Oppositions to ~~this~~confirmation ~~report~~of asthe ~~Exhibit~~Plan ~~99.1.~~or objections to the adequacy of the Disclosure Statement must be properly served on counsel for the company, and the United States Trustee as follows:

~~Item 5~~Craig H. ~~Other~~ ~~Events~~Millet, ~~and~~Esq./Eric ~~Required~~J. FDFromme, ~~Disclosure~~Esq.

~~On November 13~~Gibson, ~~2002,~~Dunn ~~Advanced~~& ~~Tissue~~Crutcher ~~Sciences~~LLP mailed a Notice of Claims Deadline to all known potential creditors announcing that the bankruptcy court set December 31, 2002 as the deadline to file proofs of claim against the company’s bankruptcy estate. On November 26, 2002, the company also disseminated a published version of the notice. A copy of the published version of the notice is attached as Exhibit 99.2 to this report. Stockholders of the company do not need to file a proof of claim in order to prove that they own shares of the company’s stock. More information on the procedures for filing proofs of claim against the company can also be found in the bankruptcy court’s order approving the claims deadline, a copy of which can be obtained in the manner set forth in the published version of the notice.

~~Statements~~4 inPark ~~this report that are not strictly historical may be forward-looking statements~~Plaza, ~~which involve risks~~ ~~and~~Suite ~~uncertainties.~~1400 Even if creditors timely file a proof of claim, there can be no assurance that they will receive payment, in full or in part, with respect to such claims. Risks and uncertainties exist in the company’s decision to liquidate including, without limitation, uncertainties related to the timing and amount of payments, if any, to creditors or security holders in connection with the liquidation, the company’s ability to formulate a plan of liquidation, the company’s ability to effect an orderly wind down of its operations, the retention of necessary personnel, the possible amendment, delay in implementation or termination of any proposed plan of liquidation, the company’s ability to find a buyer or buyers for its assets, the amounts to be realized in connection with the proposed sale of the company’s assets, approval by the bankruptcy court of the company’s proposed plan of liquidation when formulated, the quotation of the company’s shares on the OTC Bulletin Board, a history of operating losses and accumulated deficits, potential write-offs and other charges, as well as other risks detailed from time to time in publicly available filings with the Securities and Exchange Commission including, without limitation, Advanced Tissue Sciences’ annual report on Form 10-K for the year ended December 31, 2001 and the company’s quarterly reports on Form 10-Q for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002. The company undertakes no obligation to release publicly the results of any revisions to these forward-looking statements to reflect events or circumstances arising after the date of this report. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

~~Item~~Irvine, ~~7. Pro~~CA ~~Forma~~92614-8557 ~~Financial Information and Exhibits~~

~~(b) Pro~~Tiffany ~~Forma~~L. ~~Financial~~Carroll ~~Information~~

~~Pro~~Office ~~forma financial information required in accordance with Article 11~~ of ~~Regulation~~the ~~S-X~~United States isTrustee ~~included in this report as Exhibit 99.3 and is incorporated herein by reference.~~

402 W. Broadway, Suite 600

San Diego, CA 92101

Item 7. Exhibits

The following documents are filed as exhibits to this report:

Exhibit Number		Description
2.1		~~Asset~~Debtors’ ~~and~~Liquidating ~~Equity~~Chapter ~~Purchase~~11 ~~Agreement~~Plan ~~dated as~~ of ~~October~~Reorganization ~~10,~~dated ~~2002~~February ~~by and among Advanced Tissue Sciences~~7, ~~Inc., ATS Dermagraft, Inc., ATS Orthopedics, Inc., Smith & Nephew SNATS, Inc., and T.J. Smith & Nephew Limited~~2003
99.1		Press Release, dated November 22, 2002
2.2		Disclosure Statement Relating to Debtors’ Liquidating Chapter 11 Plan of Reorganization dated February 7, 2003
99.2		Notice of Claims Deadline (December 31, 2002)
99.1		Press Release, dated February 7, 2003
99.3		Unaudited Pro Forma Financial Statements

~~SIGNATURES~~ SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ADVANCED TISSUE SCIENCES, INC. By: /s/ ~~Mark,~~MARK J. ~~Gergen~~GERGEN Mark J. Gergen Chief Restructuring Officer

Date: ~~December~~ 9February 10, 2003 ~~2002~~

EXHIBIT INDEX

Exhibit Number		Description
2.1		~~Asset~~Debtors’ ~~and~~Liquidating ~~Equity~~Chapter ~~Purchase~~11 ~~Agreement~~Plan ~~dated as~~ of ~~October~~Reorganization ~~10,~~dated ~~2002~~February ~~by and among Advanced Tissue Sciences~~7, ~~Inc., ATS Dermagraft, Inc., ATS Orthopedics, Inc., Smith & Nephew SNATS, Inc., and T.J. Smith & Nephew Limited~~2003
99.1		Press Release, dated November 22, 2002
2.2		Disclosure Statement Relating to Debtors’ Liquidating Chapter 11 Plan of Reorganization dated February 7, 2003
99.2		Notice of Claims Deadline (December 31, 2002)
99.1		Press Release, dated February 7, 2003
99.3		Unaudited Pro Forma Financial Statements

Filing Compare · ADVANCED TISSUE SCIENCES INC