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) March 7, 2019

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)

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On March 7, 2019, RTI Surgical, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). All matters submitted to a vote of the Company’s stockholders as described in the proxy statement furnished to stockholders in connection with the Special Meeting, which was filed with the Securities and Exchange Commission on February 7, 2019 (the “Proxy Statement”), were approved.

The number of shares of common stock entitled to vote at the Special Meeting was 74,263,220. The number of shares of common stock present or represented by valid proxy was 64,366,724. At the Special Meeting, the Company’s stockholders voted on the following items:

1. To approve and adopt the Merger Proposal — Stockholders approved and adopted the Merger Proposal as disclosed in the Proxy Statement. The vote totals for the approval and adoption of the Merger Proposal were 63,951,447 shares for; 72,616 shares against; and 342,661 share abstentions.

2. To approve and adopt the Share Issuance Proposal — Stockholders approved and adopted the Share Issuance Proposal as disclosed in the Proxy Statement. The vote totals for the approval and adoption of the Share Issuance Proposal were 63,948,631 shares for; 73,671 shares against; and 344,422 share abstentions.

Banks and brokers were not eligible to vote shares for which they did not receive instructions from the beneficial owners thereof on these proposals. The final report of the inspector of election indicated that there were no broker non-votes on any of these proposals.

Item 7.01 Regulation FD Disclosure

On March 7, 2019, RTI Surgical, Inc. (the “Company”) issued a press release announcing the results of the vote of the Company’s stockholders at the Special Meeting. A copy of this press release is furnished herewith as Exhibit 99.1.

The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release issued by the Company dated March 7, 2019.

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 7, 2019	By:	/s/ Jonathon M. Singer
	Name:	Jonathon M. Singer
	Title:	Chief Financial and Administrative Officer, Corporate Secretary

EX-99.1

Exhibit 99.1

Press Release

RTI Surgical^® Shareholders Approve Paradigm Spine Acquisition

ALACHUA, FLA., March 7, 2019 – RTI Surgical, Inc. (Nasdaq: RTIX), a global surgical implant company, today announced its shareholders have voted to approve completion of the company’s previously announced acquisition of Paradigm Spine, LLC, a leader in motion preservation and non-fusion spinal implant technology. The final voting results have been disclosed on a Form 8-K filed with the Securities and Exchange Commission. RTI Surgical anticipates closing the acquisition on Friday, March 8, 2019.

“We are pleased RTI’s shareholders have given their strong support for our acquisition of Paradigm Spine,” said Camille Farhat, President and CEO, RTI Surgical. “With shareholder approval secured, we look forward to closing the acquisition and strengthening our spine portfolio with the addition of the coflex^® Interlaminar Stabilization^® device. Coflex is a differentiated and minimally invasive motion preserving stabilization implant that is FDA PMA-approved for the treatment of moderate to severe lumbar spinal stenosis (LSS) in conjunction with decompression. This milestone represents another advance in RTI’s strategic transformation to reduce complexity, drive operational excellence and accelerate growth.”

About RTI Surgical, Inc.

RTI Surgical is a leading global surgical implant company providing surgeons with safe biologic, metal and synthetic implants. Committed to delivering a higher standard, RTI’s implants are used in sports medicine, general surgery, spine, orthopedic and trauma procedures and are distributed in nearly 50 countries. RTI has four manufacturing facilities throughout the U.S. and Europe. RTI is accredited in the U.S. by the American Association of Tissue Banks and is a member of AdvaMed. For more information, please visit www.rtix.com. Connect with us on LinkedIn and Twitter.

Forward-Looking Statements 

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations, estimates and projections about our industry, our management’s beliefs and certain assumptions made by our management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, except for historical information, any statements made in this communication about anticipated financial results, growth rates, new product introductions, future operational improvements, gaining market share and results or regulatory actions or approvals or changes to agreements with distributors also are forward-looking statements. These statements are not guarantees of future performance and are subject to risks and uncertainties, including the risks described in public filings with the U.S. Securities and Exchange Commission (SEC). Our actual results may differ materially from the anticipated results reflected in these forward-looking statements. Copies of the company’s SEC filings may be obtained by contacting the company or the SEC or by visiting RTI’s website at www.rtix.com or the SEC’s website at www.sec.gov. 

MEDIA AND INVESTOR CONTACT:

Molly Poarch

mpoarch@rtix.com

+1 224 287 2661