UNITED STATES

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): September 17, 2014

 

 

Orthofix International N.V.

(Exact name of Registrant as specified in its charter)

 

 

 

Curaçao   0-19961   N/A

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

7 Abraham de Veerstraat

Curaçao

  N/A
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 011-59-99-465-8525

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Luke Faulstick as a Director; Retirement of Kathleen Regan

On September 17, 2014, the Board of Directors (the “Board”) of Orthofix International N.V. (the “Company”) appointed Luke Faulstick as a director, effective immediately. The Board has determined that Mr. Faulstick is an independent director under the rules of the Nasdaq Stock Market and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There are no transactions involving Mr. Faulstick requiring disclosure under Item 404(a) of Regulation S-K. In connection with Mr. Faulstick’s appointment, the Board resolved to increase its size from eight to nine directors, effective immediately.

The Board has appointed Mr. Faulstick to the Board’s Audit and Finance Committee. Mr. Faulstick will receive the Company’s standard fee of $60,000 per year for non-employee director service. In connection with his appointment, he has been granted options to acquire 30,000 shares of common stock pursuant to the Company’s 2012 Long-Term Incentive Plan (vesting in 1/4th increments on each of the first, second, third and fourth anniversary of his appointment).

Separately, Kathleen Regan has informed the Board that she will be retiring as a director in connection with her recently announced appointment as the future Executive Vice President and Chief Operating Officer of The Commonwealth Fund. Ms. Regan’s retirement from the Board will be effective as of November 3, 2014, which is the date that she will begin initial transition employment with The Commonwealth Fund. The Board has resolved that the size of the Board shall be decreased from nine to eight directors as of such date. Ms. Regan’s retirement from the Board is not related to any disagreement with the Company or the Board regarding any matter related to the Company’s operations, policies or practices. The Board has appointed Ronald Matricaria to succeed Ms. Regan as Chair of the Board’s Nominating and Governance Committee.

 

Item 7.01. Regulation FD Disclosure.

On September 22, 2014, the Company issued a press release regarding certain of the matters described in Item 5.02. That press release is furnished herewith as Exhibit 99.1.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1    Press Release, dated September 22, 2014.


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.

 

Orthofix International N.V.
By:   /s/ Jeffrey M. Schumm
 

 

 

Jeffrey M. Schumm

Chief Administrative Officer, General Counsel and Corporate Secretary

Date: September 22, 2014


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press Release, dated September 22, 2014.

EX-99.1

Exhibit 99.1

 

LOGO   

Orthofix International N.V.

3451 Plano Parkway

Lewisville, TX 75056 USA

Tel 214 937 2000

Orthofix.com

News Release

CONTACT:

Mark Quick

Investor Relations

Tel 214 937 2924

markquick@orthofix.com

Orthofix Announces Appointment of Luke T. Faulstick to Board of Directors

Kathleen Regan to Retire from Board

LEWISVILLE, TX. – September 22, 2014 – Orthofix International N.V., (NASDAQ:OFIX), a diversified, global medical device company focused on improving patients’ lives by providing superior reconstructive and regenerative orthopedic and spine solutions to physicians worldwide, announced today that Luke T. Faulstick has been named to its Board of Directors. Faulstick is co-owner, President and Chief Executive Officer of Power Partners Inc. and formerly the Executive Vice President and Chief Operating Officer of DJO Global. Faulstick has over 25 years experience as a manufacturing executive and is a recognized expert on Lean Manufacturing and work culture.

Separately, Kathleen Regan has informed the Board that, in connection with her recent appointment as the future Executive Vice President and Chief Operating Officer of The Commonwealth Fund, she is retiring as a director effective November 3, 2014.

Ron Matricaria, Chairman of the Board, said, “We are pleased to appoint Luke to the Orthofix Board of Directors and our Audit and Finance Committee, and we look forward to his contributions. He has an extensive background in medical device manufacturing and operations that we feel will benefit Orthofix as we continue to improve our processes and infrastructure. Luke’s appointment further strengthens the depth of our Board, and he represents the fifth new director appointed to the Board in the past 18 months. Additionally, we would like to thank Kathy for her exemplary service, especially for her leadership as Interim Chair in a very important and critical time for the Company. We wish her great success in her new endeavors.”

Faulstick previously held senior operating management roles at Tyco Healthcare, Graphic Controls, Mitsubishi Consumer Electronics and Eastman Kodak. Under his leadership, DJO Global’s operations teams and manufacturing plants won numerous awards including the Shingo Prize for Operational Excellence, Industry Week’s Best Plants, and the Association of Manufacturing Excellence Operational Excellence Award.

Faulstick received a Bachelor of Science Degree in Engineering from Michigan State University and a Master of Science Degree in Engineering from Rochester Institute of Technology. He previously served on the boards of Alphatec Spine and Microdental, as well as Chairman of the Board of the Association of Manufacturing Excellence. Currently he is a member of the Rady Children’s Hospital Foundation Board of Trustees and a Certified Board of Director through the UCLA Anderson School of Business.

About Orthofix

Orthofix International N.V. is a diversified, global medical device company focused on improving patients’ lives by providing superior reconstructive and regenerative orthopedic and spine solutions to physicians worldwide. Headquartered in Lewisville, TX, the company has four strategic business units that include BioStim, Biologics, Extremity Fixation and Spine Fixation. Orthofix products are widely distributed via the company’s sales representatives, distributors and subsidiaries. In addition, Orthofix is collaborating on research and development activities with leading clinical organizations such as the Musculoskeletal Transplant Foundation, the Orthopedic Research and Education Foundation and the Texas Scottish Rite Hospital for Children. For more information, please visit www.orthofix.com.