SECURITIESTable ANDof EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Contents

PursuantTable to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Cohesion Technologies, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that: Contents

Dated:Table Augustof 14, 2002 /s/ Sharon Kokubun Sharon Kokubun Vice President, Finance and ControllerContents

SECURITIESTable ANDof EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Contents

PursuantTable to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Cohesion Technologies, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that: Contents

Dated:Table Augustof 14, 2002 /s/ Sharon Kokubun Sharon Kokubun Vice President, Finance and ControllerContents

Table of Contents

Table of Contents

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of~~ ~~the Securities Exchange Act of 1934~~

~~Date~~CURRENT ofREPORT Pursuant ~~Report~~to Section 13 or 15(~~Date~~d) of the ~~earliest~~Securities ~~event~~Exchange ~~reported):~~Act ~~August 14,~~of ~~2002~~1934

~~COHESION~~Date ~~TECHNOLOGIES~~of Report (Date of earliest event reported): September 27, ~~INC.~~2002

~~(Exact~~COHESION ~~Name~~TECHNOLOGIES, ~~of Registrant as Specified in Charter)~~INC.

Delaware	000-24103	94-3274368
(State or Other Jurisdiction of	(Commission	(I.R.S. Employer
Incorporation)	File Number)	Identification No.)

(Exact Name of Registrant as Specified in Charter)

2500 Faber Place Palo Alto, California 94303


Delaware	000-24103	94-3274368

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~(Address~~2500 ofFaber ~~Principal~~Place Palo ~~Executive~~Alto, ~~Offices)~~California 94303

(~~650~~Address of Principal Executive Offices) ~~320-5500~~

(~~Registrant’s telephone number, including area code~~650) 320-5500

~~ITEM~~(Registrant’s 9.telephone ~~REGULATION~~number, FDincluding ~~DISCLOSURE~~area code)

OnTABLE ~~August 14,~~OF 2002, the Registrant filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 (the “Form 10-Q”) with the Securities and Exchange Commission. Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the following certifications are being made to accompany the Form 10-Q: CONTENTS

Certification of Chief Executive Officer


	ITEM 5. OTHER EVENTS
	ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 2.1
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3

~~(i)~~ITEM ~~the~~5. ~~Quarterly~~OTHER Report on Form 10-Q of the Company for the quarterly period ended June 30, 2002 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.EVENTS

~~Dated~~ On September 27, 2002, Cohesion Technologies, Inc., a Delaware corporation (“Cohesion”), Angiotech Pharmaceuticals, Inc., a corporation organized under the laws of British Columbia (“Angiotech”), and Chardonnay Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Angiotech (“Sub”), entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), which is attached hereto as Exhibit 2.1 and incorporated by reference herein. Pursuant to the terms of the Merger Agreement, and subject to certain conditions being satisfied or waived, Sub will merge with and into Cohesion (the “Merger”) with Cohesion surviving the Merger as a wholly-owned subsidiary of Angiotech. At the effective time of the Merger (the “Effective Time”), each share of Cohesion common stock (“Cohesion Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into a number of fully paid and nonassessable shares of Angiotech common stock (“Angiotech Common Stock”) calculated as follows (the “Exchange Ratio”): ~~August~~if 14the Angiotech Reference Price is from $34.00 to $46.00 per share, ~~2002~~the ~~/s/~~Exchange ~~William~~Ratio Gwill be the quotient of US $4.05 ~~Mavity~~divided ~~William~~by Gthe Angiotech Reference Price; if the Angiotech Reference Price is above US $46.00 ~~Mavity~~per ~~Chief~~share, ~~Executive~~the ~~Officer~~Exchange Ratio will be 0.0880; and if the Angiotech Reference Price is below US $34.00 per share, the Exchange Ratio will be 0.1191. The “Angiotech Reference Price” will be the average of the daily high and low selling prices on the Nasdaq National Market of one share of Angiotech Common Stock during the twenty trading day period ending on the third trading day prior to the Effective Time.

The ~~foregoing~~Merger ~~certification~~Agreement isprovides ~~being~~that ~~furnished~~no ~~solely~~later tothan ~~accompany~~thirty ~~the~~days ~~Report~~prior to the ~~pursuant~~Effective Time, all outstanding options to 18purchase Ushares of Cohesion Common Stock will become fully exercisable and vested.~~S.C.~~ §Upon ~~1350~~closing, each unexercised option will be assumed by Angiotech and ishave ~~not~~the ~~being~~same ~~filed~~terms and conditions as were applicable prior to the Merger, except that each option will become exercisable for ~~purposes~~a number of ~~Section 18~~ shares of ~~the~~Angiotech ~~Securities~~Common Stock as determined by the Exchange ~~Act~~Ratio, with a corresponding change in the exercise price of ~~1934,~~the option. asIn ~~amended~~addition, ~~and~~each iswarrant ~~not~~to purchase shares of Cohesion Common Stock outstanding immediately prior to the effective time of the Merger will be ~~incorporated~~assumed by ~~reference~~Angiotech ~~into~~and ~~any~~have ~~filing~~the ofsame terms and conditions as were applicable prior to the ~~Company~~Merger, ~~whether~~except ~~made~~that ~~before~~each warrant will become exercisable for a ornumber ~~after~~of shares of Angiotech Common Stock as determined by the ~~date~~Exchange ~~hereof~~Ratio, with ~~regardless~~a ofcorresponding ~~any~~change ~~general~~in ~~incorporation~~the ~~language~~exercise ~~in such~~price ~~filing~~of the warrant.

~~Certification~~ Under the terms of ~~Principal~~the ~~Accounting~~Merger ~~Officer~~Agreement, Angiotech will file a registration statement on Form F-4 covering the issuance of the shares of Angiotech Common Stock to be issued in connection with the Merger. Angiotech will also file a registration statement on Form S-8 relating to the issuance of the shares of Angiotech Common Stock issuable upon the exercise of the Cohesion stock options assumed in the Merger.

~~Pursuant~~Angiotech toand 18Cohesion ~~U.S.C.~~have §also ~~1350~~agreed that, asin ~~created~~the byevent ~~Section 906 of~~ the Merger ~~Sarbanes-Oxley~~Agreement ~~Act~~is ofterminated ~~2002,~~under ~~the~~certain ~~undersigned~~circumstances, ~~officer~~one ofparty ~~Cohesion~~may ~~Technologies,~~be obligated ~~Inc.~~to (pay the ~~“Company”)~~other’s ~~hereby~~out-of-pocket ~~certifies,~~expenses and to ~~such~~pay ~~officer’s~~specified ~~knowledge, that:~~termination fees.

~~(i)~~ The ~~the~~directors ~~Quarterly Report on Form 10-Q~~ of ~~the~~Cohesion, ~~Company~~who, ~~for the quarterly period ended June 30~~collectively, ~~2002~~have ~~(the~~voting ~~“Report”)~~control ~~fully~~over approximately ~~complies~~three ~~with~~percent ~~the requirements~~ of ~~Section 13(a) or Section 15(d), as applicable, of~~ the ~~Securities~~outstanding ~~Exchange~~shares ~~Act~~ of ~~1934~~Cohesion, ashave ~~amended;~~entered into ~~and~~Voting ~~(ii)~~Agreements ~~the~~with ~~information~~Angiotech ~~contained in~~ (the ~~Report~~“Voting ~~fairly presents~~Agreements”), inpursuant ~~all~~to which ~~material~~each ~~respects,~~director ~~the financial condition and results of operations of the Company.~~has

-2-

~~The~~agreed ~~foregoing certification is being furnished solely~~ to ~~accompany~~vote the ~~Report pursuant~~shares toof 18Cohesion ~~U.S.C.~~Common §Stock ~~1350,~~beneficially ~~and~~owned isby ~~not~~the director ~~being~~in ~~filed~~favor ~~for~~of ~~purposes~~the ofadoption ~~Section 18~~ of the ~~Securities~~Merger ~~Exchange~~Agreement. ~~Act~~The form of ~~1934,~~Voting Agreement asis ~~amended,~~attached ~~and~~hereto isas ~~not~~Exhibit 99.1 toand be incorporated by reference ~~into any filing of the Company, whether made before~~ ~~or after the date hereof, regardless of any general incorporation language in such filing~~herein.

The Merger has been approved by the board of directors of both Angiotech and Cohesion. The Merger is intended to be a tax-3-free reorganization under the Internal Revenue Code. The transaction is subject to approval by the stockholders of Cohesion and other customary conditions. The Merger is expected to close in or prior to the first quarter of 2003. On September 30, 2002, Cohesion issued a press release announcing the Merger, which is attached hereto as Exhibit 99.2 and incorporated by reference herein.

~~SIGNATURES~~ In addition, Cohesion entered into a Waiver Agreement, dated as of August 30, 2002, which is attached hereto as Exhibit 99.3 and incorporated by reference herein. Pursuant to the terms of the Waiver Agreement, the investors party to that certain Common Stock Purchase Agreement, dated as of July 24, 2002 (the “Purchase Agreement”), agreed to waive the exclusivity provisions under the Purchase Agreement in exchange for a termination fee payable by Cohesion under certain circumstances, including in connection with the execution of a definitive agreement with respect to an acquisition of Cohesion by a third party. Immediately prior to entering into the Merger Agreement, Cohesion paid the investors the termination fee.

~~Pursuant~~The todescription of the ~~requirements~~proposed ofMerger ~~the~~described ~~Securities~~in ~~Exchange~~this ~~Act~~report ofdoes ~~1934,~~not purport to be complete and is qualified in its entirety by reference to the ~~registrant~~Merger ~~has~~Agreement ~~duly~~and ~~caused~~the ~~this~~form ~~report~~of Voting Agreement filed as exhibits to this report. There can be ~~signed~~no onassurance ~~its~~that ~~behalf~~the transactions contemplated by the ~~undersigned~~Merger ~~hereunto~~Agreement ~~duly~~will ~~authorized~~be consummated.

		COHESION TECHNOLOGIES, INC.
Date: August 14, 2002		By	/s/ Sharon Kokubun Name: Sharon Kokubun Title: Vice President, Finance and Controller

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

~~-4-~~ (c) Exhibits


2.1		Agreement and Plan of Reorganization, dated as of September 27, 2002, by and among Angiotech Pharmaceuticals, Inc., Chardonnay Acquisition Corp. and Cohesion Technologies, Inc.

99.1		Form of Voting Agreement

99.2		Joint Press Release, dated as of September 30, 2002

99.3		Waiver Agreement, dated as of August 30, 2002

-3-

SIGNATURES

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.

COHESION TECHNOLOGIES, INC.

-4-

EXHIBIT INDEX


Exhibit
No.		Description


2.1		Agreement and Plan of Reorganization, dated as of September 27, 2002, by and among Angiotech Pharmaceuticals, Inc., Chardonnay Acquisition Corp. and Cohesion Technologies, Inc.

99.1		Form of Voting Agreement

99.2		Joint Press Release, dated as of September 30, 2002

99.3		Waiver Agreement, dated as of August 30, 2002

-5-

October 2, 2002

/s/ William G. Mavity

Name: William G. Mavity
Title: President and Chief Executive Officer

Filing Compare · COHESION TECHNOLOGIES INC