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): February 8, 2018

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)	(IRS Employer Identification No.)

7475 Lusk Boulevard, San Diego, California 92121

(Address of principal executive offices) (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))

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

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

(d) On February 8, 2018, the Board of Directors (the “Board”) of NuVasive, Inc. (the “Company”), following the recommendation of the Nominating, Corporate Governance and Compliance Committee of the Board, elected John A. DeFord, Ph.D. to serve as a director of the Company. Dr. DeFord’s election as a director will be effective, and he will commence his service on the Board, upon the filing of the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission (the “SEC”). Dr. DeFord will serve as a Class II director and will stand for re-election to the Board at the Company’s 2018 Annual Meeting of Stockholders, where Mr. Lesley Howe and Dr. Peter Farrell will retire from the Company’s Board when their current terms expire, pursuant to the Company’s director retirement age policy.  

In connection with the election of Dr. DeFord to the Board, the Board approved an increase in the size of the Board from nine to 10 members. Following the election of Dr. DeFord to the Board, the Board is now comprised of 10 directors, nine of whom are independent non-employee directors. There are no arrangements or understandings between Dr. DeFord and any other person pursuant to which he was elected as a director of the Company. Following the Annual Meeting, when Mr. Howe and Dr. Farrell retire from the Board, the Board intends to reduce its size by two members.

Dr. DeFord, age 56, currently serves as Senior Vice President, Research and Development, Interventional Segment for Becton, Dickinson and Company (“BD”). He joined BD following its December 2017 acquisition of C.R. Bard, Inc. (“Bard”), where he had served as Senior Vice President, Science, Technology and Clinical Affairs since June 2007. Dr. DeFord joined Bard in 2004, and has served in science and technology roles of increasing responsibility since that time. Prior to joining Bard, Dr. DeFord was Managing Director of Early Stage Partners LP, a venture capital firm. Prior to joining Early Stage Partners, Dr. DeFord was President and CEO of Cook Incorporated, a privately held medical device manufacturer. Dr. DeFord is a graduate of Purdue University with a B.S. and M.S. in Electrical Engineering and a Ph.D. in Electrical/Biomedical Engineering.

There are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the SEC between Dr. DeFord and the Company. Dr. DeFord will serve as a member of the Nominating, Corporate Governance and Compliance Committee of the Board. Pursuant to the Company’s current non-employee director compensation package and under the Company’s 2014 Equity Incentive Plan, Dr. DeFord will be awarded a pro-rated annual grant of restricted stock units (“RSUs”), subject to vesting on the date of the 2018 Annual Meeting of Stockholders. The RSUs will be granted based on a full-year value of $150,000, pro-rated from his start date through May 3, 2018 (the anticipated date of the 2018 Annual Meeting of Stockholders). The number of shares of the Company’s common stock subject to the RSUs will be calculated by dividing the grant date value by the Company’s closing stock price on the grant date. Dr. DeFord will also receive an annual cash retainer for his Board service, which is payable quarterly, commencing with the Company’s fiscal quarter ending June 30, 2018. Effective for the fiscal quarter ending June 30, 2018, the annual cash retainer will be $70,000. Dr. DeFord has entered into an indemnification agreement with the Company in substantially the form filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2014.

On February 8, 2018, the Company issued a press release announcing the election of Dr. DeFord to the Board. A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release issued by NuVasive, Inc. on February 8, 2018.

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: February 8, 2018	By:	/s/ Rajesh Asarpota
		Rajesh Asarpota
		Executive Vice President and Chief Financial Officer

EX-99.1

 Exhibit 99.1

 

NEWS RELEASE

JOHN DEFORD TO JOIN NUVASIVE BOARD OF DIRECTORS

SAN DIEGO – Feb. 8, 2018 – NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally-integrated solutions, announced the appointment of John A. DeFord, Ph.D. to the Company's Board of Directors, effective upon the filing of the Company’s Form 10-K with the Securities and Exchange Commission.

Dr. DeFord has more than 25 years of experience in the medical device industry, with particular expertise overseeing clinical advancement through innovative R&D and technology-based initiatives. He currently serves as Senior Vice President, Research and Development, Interventional Segment for BD (Becton, Dickinson and Company). He joined BD following its December 2017 acquisition of C.R. Bard, Inc., where he had served as Senior Vice President, Science, Technology and Clinical Affairs since 2007. In that role, Dr. DeFord was responsible for R&D and clinical affairs functions across five global corporate divisions.

“We are pleased to welcome John to the NuVasive Board,” said Gregory T. Lucier, chairman and chief executive officer of NuVasive, Inc. “We expect John’s experience driving innovative products and technology programs at other large medical device companies will help inform our own strategic direction as we quicken the tempo of our product launches and expand our efforts toward software development and a focus on systematizing spine surgery.”

“I am thrilled to have the opportunity to support NuVasive’s leadership in spine,” said Dr. DeFord. “I have long admired NuVasive as an industry innovator and look forward to sharing my clinical and business perspectives as a member of the Board to help the Company deliver even greater value to its surgeon customers, patients and shareholders.”

As a result of Dr. DeFord’s appointment, the NuVasive Board of Directors consists of 10 directors, nine of whom are independent. Dr. DeFord will stand for reelection at the Company’s annual meeting where Mr. Lesley Howe and Dr. Peter Farrell will retire from the NuVasive Board when their current terms expire, pursuant to the Company’s director retirement age policy.  

Prior to his 13 year tenure at C.R. Bard, Dr. DeFord held various executive positions including president and chief executive officer with Cook Incorporated, now a multi-billion dollar privately-held medical device manufacturer, and served as managing director at Early Stage Partners LP, a venture capital firm focused on advanced materials, medical/biotechnology and information technology companies.

Published in numerous scientific journals, Dr. DeFord is currently a member of the executive faculty at Purdue University’s Krannert School of Management and Weldon School of Biomedical Engineering. Dr. DeFord earned a B.S. and M.S. in electrical engineering and a Ph.D. in electrical/biomedical engineering from Purdue University. He holds numerous patents and multiple industry honors.

About NuVasive

NuVasive, Inc. (NASDAQ: NUVA) is the leader in spine technology innovation, focused on transforming spine surgery and beyond with minimally disruptive, procedurally-integrated solutions designed to deliver reproducible and clinically-proven surgical outcomes. The Company’s portfolio includes access instruments, implantable hardware, biologics, software systems for surgical planning, navigation and imaging solutions, magnetically adjustable implant systems for spine and orthopedics, and intraoperative monitoring service offerings. With $962 million in revenues (2016), NuVasive has an approximate 2,300 person workforce in more than 40 countries serving surgeons, hospitals and patients. For more information, please visit www.nuvasive.com.

Forward-Looking Statements

NuVasive cautions you that statements included in this news 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 which contribute to the uncertain nature of these statements include, among others, risks associated with acceptance of the Company's surgical products and procedures by spine surgeons, development and acceptance of new products or product enhancements, clinical and statistical verification of the benefits achieved via the use of NuVasive's products (including the iGA™ platform), the Company's ability to effectually manage inventory as it continues to release new products, its ability to recruit and retain management and key personnel, and the other risks and uncertainties described in NuVasive's news 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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Investor Contact:

Suzanne Hatcher

NuVasive, Inc.

858-458-2240

investorrelations@nuvasive.com

Media Contact:

Troy Anderson
NuVasive, Inc.

858-349-6983

media@nuvasive.com