DEFA14A 1 d103609d8k.htm 8-K 8-K

 

 

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) February 24, 2016

 

 

RTI SURGICAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   0-31271   59-3466543

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

11621 Research Circle, Alachua, Florida   32615
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (386) 418-8888

not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

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

 

x 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.

(b) Departure of Directors

On February 24, 2016, Dean H. Bergy, chairman of the board of directors of the RTI Surgical, Inc. (the “Company”), informed the Company that he would not stand for re-election at the Company’s 2016 annual shareholders’ meeting. Mr. Bergy stepped down as chairman of the board, effective February 24, 2016, due to other commitments at Stryker Corporation. However, Mr. Bergy will continue to fulfill his role as a board member through the end of his term, which will expire on the date of the Company’s 2016 annual shareholders’ meeting. Mr. Bergy’s decision not to stand for re-election was not based upon any disagreement with the Company on any matter relating to the Company’s operations, policies or practices as contemplated by Item 5.02(a) of Form 8-K.

Item 8.01 Other Events.

On February 24, 2016, the Company issued a press release announcing Mr. Bergy’s decision, as well as the timing of the 2016 annual shareholders’ meeting. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Important Additional Information

RTI Surgical will be filing a proxy statement with the SEC in connection with the solicitation of proxies for its 2016 annual meeting of shareholders. Shareholders are strongly advised to read RTI’s 2016 proxy statement and the accompanying WHITE proxy card when they become available because they will contain important information. Shareholders will be able to obtain copies of RTI’s 2016 proxy statement, any amendments or supplements to the proxy statement and other relevant solicitation materials filed by RTI with the SEC in connection with its 2016 annual meeting of shareholders free of charge at the SEC’s website at www.sec.gov, on the company’s website at www.rtix.com, or by writing to our Corporate Secretary at our principal office at 11621 Research Circle, Alachua, Florida 32615. RTI, its directors, and its executive officers may be deemed participants in the solicitation of proxies from shareholders in connection with its 2016 annual meeting of shareholders. Information concerning persons who may be considered participants in the solicitation of RTI’s shareholders under the rules of the SEC is set forth in public filings filed by RTI with the SEC and will be set forth in its proxy statement relating to its 2016 annual meeting of shareholders.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed:

 

99.1    Press Release issued by the Company dated February 26, 2016.


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.

 

    RTI SURGICAL, INC.
Date: March 1, 2016     By:   /s/ Robert P. Jordheim
    Name:   Robert P. Jordheim
    Title:   Executive Vice President and Chief Financial Officer


EXHIBIT INDEX

RTI Surgical, Inc.

Form 8-K Current Report

 

Exhibit
Number

  

Description of Document

99.1    Press Release issued by the Company dated February 26, 2016.