UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 22, 2011
NUVASIVE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-50744 | 33-0768598 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
7475 Lusk Boulevard, San Diego, California 92121
(Address of principal executive offices, with zip code)
(858) 909-1800
(Registrants telephone number, including area code)
n/a
(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 (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.
On July 22, 2011, the Board of Directors (the Board) of NuVasive, Inc. (the Company), upon the recommendation of the Nominating & Corporate Governance Committee of the Board (the Nominating & Corporate Governance Committee) elected Peter M. Leddy, Ph.D., to serve as a director of the Company and also elected Dr. Leddy to serve on the Compensation Committee of the Board (the Compensation Committee). Dr. Leddy will replace Eileen M. More on the Compensation Committee. Ms. More was elected and has agreed to serve as a member of the Nominating & Corporate Governance Committee. Dr. Leddys election to the Board is effective July 28, 2011. Dr. Leddy will serve as a Class III director and his term as a member of the Board is set to expire at the Companys annual meeting of stockholders in 2013. There is no arrangement or understanding between Dr. Leddy and any other person pursuant to which Dr. Leddy was selected as a director of the Company. Dr. Leddy does not have any direct or indirect material interest in any existing or proposed transaction to which the Company is or may become a party. Dr. Leddy fills a newly created vacancy on the Board and completes the size of the Board at eight members.
Dr. Leddy has extensive knowledge and experience in human resources management with over 15 years in senior management positions. From July 2005 to the present, Dr. Leddy has held the position of Senior Vice President of Global Human Resources, with Life Technologies Corp. Prior to Life Technologies Corp., Dr. Leddy held various positions with Dell Inc. from 2000 including Vice President, Americas Operations, Global HR Operations from 2004 to July 2005 and Vice President, Global HR Services, Leadership Development from 2003 to 2004. Prior to Dell Inc., Dr. Leddy held senior management roles at Promus Hotel Corporation from 1999 to 2000, and at PepsiCo, Inc. from 1989 to 1999. During his 10 years with PepsiCo, Inc., he served most recently as Director, Executive Development for two years, including being responsible for organization strategy and the development of more than 2,000 Frito-Lay, Pepsi Cola, PepsiCo and Tropicana executives. He also held several Director level positions throughout PepsiCo, including with Frito-Lay, Sara Lee and Pizza Hut. Dr. Leddy holds a BA in Psychology from Creighton University, an MS in Industrial/Organizational Psychology and a Ph.D. in Philosophy and Industrial Psychology from the Illinois Institute of Technology.
For his service on the Board and the Compensation Committee, Dr. Leddy will receive a cash retainer equal to $40,000 per year and $7,500 per year, respectively, pursuant to the Companys standard compensation practices. Dr. Leddy will also be awarded, effective July 28, 2011, a grant of 14,000 shares of restricted stock units (RSU) for the Companys common stock pursuant to the Companys 2004 Equity Incentive Plan, as amended (the 2004 Plan). The 2004 Plan also provides for an automatic annual RSU grant to be calculated on the date of each annual meeting of stockholders, subject to Dr. Leddys appointment and continued service as a member of the Board .
On July 28, 2011, the Company issued a press release announcing Dr. Leddys appointment to the Board. A copy of the press release is included with this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 | Press Release issued by NuVasive, Inc. on July 28, 2011 |
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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.
NUVASIVE, INC. | ||||
Date: July 28, 2011 | By: | /s/ ALEXIS V. LUKIANOV | ||
Alexis V. Lukianov | ||||
Chairman and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit |
Description of Document | |
99.1 | Press release issued by NuVasive, Inc. on July 28, 2011. |
Exhibit 99.1
PRESS RELEASE
Contact: | Investors: | |||
Michael J. Lambert | Patrick F. Williams | |||
EVP & Chief Financial Officer | Vice President, Industry & Investor Relations | |||
NuVasive, Inc. | NuVasive, Inc. | |||
858-909-3394 | 858-638-5511 | |||
investorrelations@nuvasive.com | investorrelations@nuvasive.com | |||
Media: | ||||
Nicholas S. Laudico | ||||
The Ruth Group | ||||
646-536-7030 | ||||
nlaudico@theruthgroup.com |
NuVasive Announces Appointment of
Peter Leddy, Ph.D., to the NuVasive Board of Directors
SAN DIEGO, July 28, 2011 - NuVasive, Inc. (Nasdaq: NUVA), a medical device company focused on developing minimally disruptive surgical products and procedures for the spine, announced today that Peter Leddy, Ph.D., .has been named to the NuVasive Board of Directors. Leddy is Senior Vice President of Global Human Resources at Life Technologies Corp.
Alex Lukianov, Chairman and Chief Executive Officer of NuVasive, said Dr. Leddy brings a proven track record of building a culture of innovation at Life Technologies. His extensive knowledge evolving human resource practices will be a welcomed addition and will further bolster the depth and experience within our Board of Directors. As we execute on our market share taking strategy with Speed of Innovation as our competitive edge, we look forward to Dr. Leddys contributions as we drive toward our next milestone of becoming a $1 billion revenue company.
Leddy leads the global human resources function for a workforce of approximately 11,000 at Life Technologies, and has been with the organization since July 2005. He was instrumental in successfully integrating Invitrogen and Applied Biosystems as part of the merger to become Life Technologies, and is at the forefront of driving a performance innovation culture, a hallmark of Life Technologies.
Prior to Life Technologies, Leddy held several senior management positions with Dell Incorporated from 2000 to 2005. Prior to Dell, Leddy served as the Executive Vice President for Human Resources at Promus Hotel Corporation (Doubletree, Embassy Suites). He also served in a variety of executive and human resource positions at PepsiCo.
Leddy received his B.A. in psychology from Creighton University and his M.S. and Ph.D. degrees in industrial and organizational psychology from the Illinois Institute of Technology. Leddy also serves on the California State University (CSU) Professional Science Masters Executive Board and is a member of the Human Resources Policy Association.
About NuVasive
NuVasive is a medical device company focused on developing minimally disruptive surgical products and procedures for the spine. The Company is the 5th largest player in the $7.7 billion global spine market.
NuVasives principal product offering is based on its Maximum Access Surgery, or MAS® platform. The MAS platform combines four categories of products that collectively minimize soft tissue disruption during spine surgery with maximum visualization and safe, easy reproducibility for the surgeon: a proprietary software-driven nerve avoidance system; MaXcess®, a unique split-blade retractor system; a wide variety of specialized implants; and several biologic fusion enhancers. MAS significantly reduces surgery time and returns patients to activities of daily living much faster than conventional approaches. Having redefined spine surgery with the MAS platforms lateral approach, known as eXtreme Lateral Interbody Fusion, or XLIF®, NuVasive has built an entire spine franchise. With over 65 products today spanning lumbar, thoracic and cervical applications, the Company will continue to expand and evolve its offering predicated on its R&D focus and dedication to outstanding service levels supported by a culture of Absolute Responsiveness®.
NuVasive cautions you that statements included in this press release that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause NuVasives results to differ materially from historical results or those expressed or implied by such forward-looking statements. The potential risks and uncertainties that could cause actual growth and results to differ materially include, but are not limited to: the uncertain process of seeking regulatory approval or clearance for NuVasives products or devices, including risks that such process could be significantly delayed; the possibility that the FDA may require significant changes to NuVasives products or clinical studies; the risk that products may not perform as intended and may therefore not achieve commercial success; the risk that competitors may develop superior products or may have a greater market position enabling more successful commercialization; the risk that additional clinical data may call into question the benefits of NuVasives products to patients, hospitals and surgeons; and other risks and uncertainties more fully described in NuVasives press releases and periodic filings with the Securities and Exchange Commission. NuVasives public filings with the Securities and Exchange Commission are available at www.sec.gov. NuVasive assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.
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