-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NVWw7xUM25BoEQF6XnbVGREvemIs3bdMk6jkYT5KpoK4NG+I91P4VzxaslrGK0wv BlUiGQVBHA1N0RWgXpAEUA== 0000310764-10-000083.txt : 20101210 0000310764-10-000083.hdr.sgml : 20101210 20101210164301 ACCESSION NUMBER: 0000310764-10-000083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101206 ITEM INFORMATION: Material Impairments ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101210 DATE AS OF CHANGE: 20101210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRYKER CORP CENTRAL INDEX KEY: 0000310764 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 381239739 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09165 FILM NUMBER: 101245430 BUSINESS ADDRESS: STREET 1: 2825 AIRVIEW BLVD CITY: KALAMAZOO STATE: MI ZIP: 49002 BUSINESS PHONE: 2693852600 MAIL ADDRESS: STREET 1: 2825 AIRVIEW BLVD CITY: KALAMAZOO STATE: MI ZIP: 49002 8-K 1 syk8k121010.htm

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):  December 6, 2010

 

                                               

 

STRYKER CORPORATION

(Exact name of registrant as specified in its charter)

 

Michigan

(State or other jurisdiction

of incorporation)

0-9165

(Commission

File Number)

38-1239739

(IRS Employer

Identification No.)
     

2825 Airview Boulevard, Kalamazoo, Michigan

(Address of principal executive offices)

49002

(Zip Code)
   

Registrant's telephone number, including area code:  269.385.2600

 

 

 

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))

 


Item 2.06

Material Impairment

 

            On December 6, 2010 Stryker Corporation announced that it has entered into a definitive agreement with Olympus Corporation for the sale of its OP-1 product family, which includes OP-1 Implant, OP-1 Putty, Opgenra and Osigraft, for use in orthopaedic bone applications for $60 million.  As a result, the Company will incur a one-time non cash charge of approximately $75 to $80 million (net of income tax benefit) in the fourth quarter to reflect the anticipated loss on the sale of the previously described assets, which will reduce diluted net earnings per share by approximately $0.19 to $0.20.  A copy of the press release announcing the agreement is attached hereto as Exhibit 99.1. 

 

Item 5.02     

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

 

Compensatory Arrangements of Certain Officers

    

At the Board of Directors Meeting of Stryker Corporation (the "Company") held on December 8, 2010, Allan C. Golston was elected to the Board of Directors, effective January 1, 2011.

 

Mr. Golston serves as President, United States Program for the Bill & Melinda Gates Foundation and is a director for Malt-O-Meal, a privately held breakfast cereal corporation.  Mr. Golston had previously been Chief Financial and Administrative Officer for the Bill & Melinda Gates Foundation from 2000 to 2006 and Director, Finance for Swedish Health Services from 1997 to 2000.  Mr. Golston holds a master's degree in business from Seattle University and is a Certified Public Accountant.

 

Mr. Golston will be entitled to the fixed annual fee ($60,000 plus an additional $55,000 if he serves on one or more Committees) that the Company will pay to non-employee directors commencing on January 1, 2011 and will receive the same annual equity award that is granted to all non-employee directors in February 2011.  In connection with his appointment to the Company's Board of Directors, the Company will enter into the form of indemnification agreement for directors, a copy of which is filed as Exhibit 10(xiv) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, with Mr. Golston.

 

 

Item 9.01 Financial Statements and Exhibits
   

(d)   

Exhibits

   

99.1  Press release dated December 6, 2010

 

 

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.

 

 

  STRYKER CORPORATION
   
   
Date:    December 10, 2010  /s/ CURT R. HARTMAN
  Curt R. Hartman
  Vice President and Chief Financial Officer
EX-99 2 sykex991.htm www.stryker.com

EXHIBIT 99.1

STRYKER ANNOUNCES DEFINITIVE AGREEMENT TO SELL OP-1 FOR USE IN ORTHOPAEDIC BONE APPLICATIONS TO OLYMPUS

Kalamazoo, Michigan - December 6, 2010 -- Stryker Corporation (NYSE:SYK) announced today that it has entered into a definitive agreement with Olympus Corporation for the sale of its OP-1 product family, which includes OP-1 Implant, OP-1 Putty, Opgenra and Osigraft, for use in orthopaedic bone applications for $60 million. The transaction also includes the sale of the manufacturing facility in Lebanon, NH. The planned sale is aligned with strategic objectives for both companies. Stryker will redirect a portion of the related R&D spending to other internal projects which it believes offers the potential for greater shareholder returns including its clinical efforts already underway with BMP-7 for potential use in osteoarthritis and research into other non-orthopaedic applications. Given the early stage of these clinical efforts and the expected scope of data to be required by FDA, commercialization of BMP-7 is not expected for at least 5 years.


The Boards of Directors of both companies have approved the transaction.    

As a result of today's announcement, Stryker reported that it will incur a one-time non cash charge of approximately $75 to $80 million (net of income tax benefit) in the fourth quarter to reflect the anticipated loss on the sale of the previously described assets, which will reduce diluted net earnings per share by approximately $0.19 to $0.20.  

Excluding the impact of the expected fourth quarter 2010 one-time charge, there is no change to Stryker's guidance for adjusted diluted net earnings per share for 2010, which is expected to be in the range of $3.27 to $3.30, an increase of 11-12% over adjusted net earnings per share of $2.95 in 2009.

Stryker is one of the world's leading medical technology companies and is dedicated to helping healthcare professionals perform their jobs more efficiently while enhancing patient care.   The Company provides innovative orthopaedic implants as well as state-of-the-art medical and surgical equipment to help people lead more active and more satisfying lives.  For more information about Stryker, please visit www.stryker.com.

Contacts

For investor relations inquiries, please contact:

Katherine Owen, Vice President, Strategy and Investor Relations of Stryker Corporation, 269-385-2600
 
For media inquiries please contact:
Aaron Kwittken, Kwittken & Company, 646-747-7144 or stryker@kwitco.com
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