8-K

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): October 4, 2012

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

(Registrant’s 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.

(b) On October 4, 2012, Jeffrey P. Rydin resigned from his position as President, Global Sales of NuVasive, Inc. (the “Company”). His resignation is effective March 31, 2013. Effective immediately, Mr. Rydin’s U.S. sales responsibilities will be assumed on an interim basis by our Chairman and Chief Executive Officer, Alex Lukianov. Mr. Rydin’s international sales responsibilities will be assumed by Russell Powers, who has been newly promoted to Executive Vice President of International. The Company has initiated a search for a full time President of Sales.

(e) On October 5, 2012, we entered into a letter agreement with Mr. Rydin in connection with his resignation as President, Global Sales of the Company. Pursuant to the agreement Mr. Rydin will remain as President, Global Sales of the Company through March 31, 2013 at his current salary and benefits. Mr. Rydin will not be eligible for a bonus under the Company’s 2012 Executive Performance Bonus Program or for performance-based restricted stock units under the Company’s 2012 Long Term Incentive Plan. Mr. Rydin will transition to a consultant role for the Company on April 1, 2013 at which time he will be paid consulting fees for approximately 20 hours of work per week as follows: $38,500 per month (through September 30, 2014); $10,000 per month (through September 30, 2015); and $5,000 per month (through September 30, 2016). Mr. Rydin’s previously granted equity awards will continue to vest so long as Mr. Rydin is providing services to the Company under the consulting agreement.

The foregoing information is a summary of the agreement, is not complete, and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits.

Exhibit Number	Description
10.1	Letter Agreement by and between NuVasive, Inc. and Jeffrey P. Rydin, dated October 5, 2012.
99.1	Press release issued by NuVasive, Inc. on October 8, 2012 announcing details relating to its third quarter 2012 earnings announcement and relating to the transition of its President, Global Sales.

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: October 8, 2012	By:	/s/ Jason Hannon
		Jason Hannon
		Executive Vice President, General Counsel

EXHIBIT INDEX

Exhibit Number	Description
10.1	Letter Agreement by and between NuVasive, Inc. and Jeffrey P. Rydin, dated October 5, 2012.
99.1	Press release issued by NuVasive, Inc. on October 8, 2012 announcing details relating to its third quarter 2012 earnings announcement and relating to the transition of its President, Global Sales.

EX-10.1

Exhibit 10.1

October 5, 2012

Dear Jeff:

This letter confirms your voluntary resignation from NuVasive, Inc. (“NUVA” or “Company”), which you communicated to me yesterday morning. You have been a valued member of the Senior Leadership Team and we desire your continued employment during a stated transition period, as well as ongoing consulting services from you for a period thereafter. This letter contains the general terms and conditions of your employment transition and consulting services (together, the “Services”).

The terms and conditions of the Services will generally be as follows:

Continuing Employment:

• You will remain a full-time Shareowner through March 31, 2013 (“Employment Term”);

• You will retain your current title (President, Global Sales), current rate of pay ($38,500 per month);

• You will not be eligible to participate in the 2012 Company Bonus; however, during the entirety of the time you are performing the Services, you will continue to vest in NUVA stock previously granted;

• Effective immediately, I will take on direct leadership of Global Sales, pending the recruitment of your replacement;

• During the Employment Term, you will provide transition services, including in the areas of sales force development and retention, sales compensation, surgeon outreach, sales leadership training, and the onboarding of your replacement.

Consulting Services:

• After the Employment Term, you agree to provide consulting services through September 30, 2016 (“Consulting Term”);

• The Consulting Services will be memorialized in a separate agreement, which will contain the following material terms:

• Scope of Services: As reasonably requested, but including sales force expansion, surgeon engagement, etc.;

• Time Commitment: Not to exceed 20 hours per month (thru 9/30/2015), then 10 hours/month (thru 9/30/2016);

• Consulting Fee: $38,500 per month (through 9/30/2014); $10,000/month (through 9/30/2015); $5,000/month (through 9/30/2016);

• Competitive Restriction: During the term of the Services, you agree not to compete with the Company (as generally set forth in the NuVasive Proprietary Information and Inventions Assignment Agreement (“PIIA”), which you previous executed with the Company.

This letter supersedes and replaces all other agreements containing the terms and conditions of your employment – whether written or verbal – with the exception of the PIIA.

Jeff, you have been instrumental in helping NuVasive grow rapidly, deliver new and creative products, leverage resources for profitability and exercise Absolute Responsiveness^® to the maximum level. I look forward to you continuing that contribution by providing the Services and assisting the Company with its march toward becoming a $1B start-up.

Very truly yours,

NUVASIVE, INC.

/s/ Alex Lukianov

Alex Lukianov

Please sign below no later than Friday, October 5, 2012, indicating your understanding and acceptance of this transitional role and return the fully executed letter to Craig Hunsaker. You should keep a copy of this letter for your records.

Dated: October 5, 2012	/s/ Jeff Rydin
	Jeff Rydin

EX-99.1

Exhibit 99.1

PRESS RELEASE

Contact:	Investors:
Michael J. Lambert	Patrick F. Williams
EVP & Chief Financial Officer	Vice President, Strategy & 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 Conference Call of

Third Quarter 2012 Earnings Results,

Management Changes and Upcoming Investor Luncheon

SAN DIEGO, October 8, 2012 - NuVasive, Inc. (Nasdaq: NUVA), a medical device company focused on developing minimally disruptive surgical products and procedures for the spine, announced details today relating to its third quarter 2012 earnings announcement, which will take place on Wednesday, October 24, 2012, before the open of the market at 8:00 a.m. ET.

NuVasive will announce complete revenue and earnings details related to the third quarter 2012, update guidance for the full year 2012, and provide a general outlook for 2013. The earnings call has been moved to an earlier date and is now before the North American Spine Society (NASS) annual meeting being held in Dallas, Texas.

The Company also announced the resignation of Jeff Rydin, President of Global Sales, which will be fully effective March 31, 2013. All U.S. sales responsibilities will be assumed by Chairman and Chief Executive Officer Alex Lukianov and all international sales responsibilities will be assumed by Russell Powers, who is newly promoted to Executive Vice President of International.

Alex Lukianov, Chairman and Chief Executive Officer, said, “Jeff has been an important member of the senior executive team and we are all supporting him in his decision to transition from the Company. His hard work and dedication throughout the years to build our global sales force will continue to pay dividends as we move forward. I am excited that Jeff has agreed to a long-term consulting position and will continue to work with members of the executive team for several years.”

Jeff Rydin, President of Global Sales, said, “My decision to leave NuVasive was very difficult. NuVasive has become and always will be my family. I have been contemplating this for months and discussing my departure with my family and Alex. In the end, this decision is best for me and my family. I am extremely grateful to Alex and the entire management team for supporting me during this process. Moreover, I am excited to execute a smooth transition and continue contributing for years to come as a consultant to the company. I thank the entire NuVasive family for building a company that is by far the best in spine. NuVasive has truly changed spine surgery through innovation, speed, great service and a very special culture that is alive and well. And last but not least, a special thank you to our Global Sales force.”

Mr. Lukianov added, “We will immediately begin a search for Jeff’s replacement and in the interim, I will leverage my many years of experience executing sales strategies and leading sales forces like I did during my time at Medtronic Sofamor Danek as Senior Vice President of Sales and Marketing and then later as President of U.S.A. While there for six years, I built the sales force and grew MSD to the #1 market share position through a culture focused on innovation and responsiveness. My added interim direct reports are two Senior Vice Presidents of US Sales (West and East) and Senior Vice President of Sales Operations. I am also extremely pleased that Russell Powers will be stepping in to lead our international growth efforts as our Executive Vice President of International reporting directly to me. For the last two years, Russell has been focused on both the product marketing, development, and operations areas of our business. He is now ready to leverage his years of experience while at Medtronic Sofamor Danek. During his tenure there, he held many leadership roles including Vice President of International Spinal and Biologics where his responsibilities included international sales, marketing and development, as well as global operations. Russell is very experienced and well-versed in all international markets with a strong history of prior successes.”

NuVasive will hold a conference call on Wednesday, October 24, 2012, at 8:00 a.m. ET to discuss the results. The dial-in numbers are 1-877-407-9039 for domestic callers and 1-201-689-8470 for international callers. A live webcast of the conference call will be available online from the investor relations page of the Company’s corporate website at www.nuvasive.com.

After the live webcast, the call will remain available on NuVasive’s website, www.nuvasive.com, through November 26, 2012. In addition, a telephone replay of the call will be available until November 12, 2012. The replay dial-in numbers are 1-877-870-5176 for domestic callers and 1-858-384-5517 for international callers. Please use pin number 399418.

Investor Luncheon

On Wednesday, November 7, 2012, from 12:00 p.m. – 3:00 p.m. ET, the Company will host a meeting for investors and analysts at its NuVasive East office located in Paramus, New Jersey. The agenda will include a strategic update from management including discussions on competitive landscape, physician owned distributorships, insurance payer pushback, and key growth catalysts for 2013. As well, there will be a surgeon panel, and an audience Q&A with both management and surgeons. Registration, lunch, and product demonstrations will begin at 11:45 a.m. followed by the formal presentation at 12:30 p.m.

A live webcast of the meeting will be available online from the investor relations page of the Company’s corporate website at www.nuvasive.com. After the live webcast, the presentation will remain available on the website for 30 days.

About NuVasive

NuVasive is a medical device company focused on developing minimally disruptive surgical products and procedurally integrated solutions for the spine. The Company is the 4th largest player in the $7.9 billion global spine market.

NuVasive’s principal product offering is based on its Maximum Access Surgery, or MAS^® platform. The MAS platform combines several categories of solutions 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 and intra-operative monitoring support; 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 platform’s lateral approach, known as eXtreme Lateral Interbody Fusion, or XLIF^®, NuVasive has built an entire spine franchise. With over 70 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 NuVasive’s 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 NuVasive’s products or devices, including risks that such process could be significantly delayed; the possibility that the FDA may require significant changes to NuVasive’s 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 insurance payers may refuse to reimburse healthcare providers for the use of NuVasive’s products the risk that additional clinical data may call into question the benefits of NuVasive’s products to patients, hospitals and surgeons; and other risks and uncertainties more fully described in NuVasive’s press releases and periodic filings with the Securities and Exchange Commission. NuVasive’s 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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