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 9, 2011
Orthofix International N.V.
(Exact name of Registrant as specified in its charter)
| Curacao | 0-19961 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 7 Abraham de Veerstraat Curacao |
N/A | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: 011-59-99-465-8525
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.
Addendum to Amended and Restated Employment Agreement with Robert S. Vaters
On March 9, 2011, Orthofix Inc., a subsidiary of Orthofix International N.V. (the “Company”), entered into an addendum to the amended and restated employment agreement between Orthofix Inc. and Robert S. Vaters, the Company’s Executive Vice President and Chief Operating Officer. The Company is a party to the amended and restated employment agreement and the addendum solely in its capacity as guarantor of the obligations of Orthofix Inc. The addendum contains the following changes to the terms of Mr. Vaters’ amended and restated employment agreement:
| • | In connection with Mr. Vaters’ previously reported promotion to Executive Vice President and Chief Operating Officer in January 2011, the addendum replaces references in the agreement to “chief financial officer” with “chief operating officer.” The addendum also removes references to Mr. Vaters serving as Treasurer and Assistant Secretary. |
| • | The addendum provides that Mr. Vaters shall, in addition to being permitted to continue certain previously-agreed and existing non-Company related board and management services, be permitted to serve on a corporate board to be designated by Mr. Vaters so long as such service does not substantially interfere with the performance of his duties under the agreement; provided that if the Board of Directors of the Company (the “Board”) concludes at any time that serving on such board significantly interferes with the performance of his duties, the Board can require him to resign from such board. |
| • | The addendum provides that Mr. Vaters salary during the term of the agreement shall be not less than $456,500. |
| • | The addendum amends subparagraph (vii) in the definition of “Good Reason” to provide that “Good Reason” shall exist if Mr. Vaters is not provided notice on or before May 25, 2012 that he shall be named Chief Executive Officer of the Company and Orthofix Inc. on or before July 1, 2012, with compensation, benefits, and perquisites determined at the time he shall be named Chief Executive Officer and based on the market at that time and providing a fair and competitive compensation package. |
The foregoing summary of the addendum is qualified in its entirety by the terms of the addendum, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 10.1 | Addendum to Amended and Restated Employment Agreement, entered into as of March 9, 2011, by and between Orthofix Inc. and Robert S. Vaters. |
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.
| Orthofix International N.V. | ||
| By: | /s/ Brian McCollum | |
| Brian McCollum Chief Financial Officer and Senior Vice President of Finance | ||
Date: March 15, 2011
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Addendum to Amended and Restated Employment Agreement, entered into as of March 9, 2011, by and between Orthofix Inc. and Robert S. Vaters. | |
Exhibit 10.1
ADDENDUM TO
Amended and Restated Employment Agreement
Recitals:
A. Orthofix Inc. (the “Company”) and Robert S. Vaters (the “Executive”) entered into an Amended and Restated Employment Agreement dated as of July 28, 2010 (the “Agreement”).
B. The Company and the Executive, wishing to make certain changes to the Agreement effective as of January 10, 2011, hereby enter into this Addendum.
C. All capitalized terms used herein shall have the meaning for them set forth in the Agreement and Exhibit A thereto.
Date: March 9, 2011
Agreement:
1. Section 1.1 is revised by replacing all references to “Chief Financial Officer, Treasurer, and Assistant Secretary” with “Chief Operating Officer,” such that the Executive shall serve as Executive Vice President and Chief Operating Officer. Moreover, the reference in the proviso thereto to “chief financial officers” shall be replaced by “chief operating officers.”
2. In Section 1.2, the following two-part sentence shall be added after the second sentence: “The Executive may serve on a corporate board to be designated by the Executive (in addition to those referenced in the proviso below), so long as such service does not substantially interfere with the performance of his duties hereunder; if the Orthofix Board concludes at any time that serving on such board significantly interferes with the performance of the Executive’s duties, the Orthofix Board can require the Executive to resign from such board.” The existing third sentence shall become the fourth sentence, and it shall be revised to read as follows: “Beyond the foregoing, the Executive must request the Board’s prior written consent to serve on any additional boards, which consent shall be at the Board’s reasonable discretion and only so long as such service does not interfere with the performance of his responsibilities hereunder; provided, however, that the Executive advised the Company prior to his employment hereby of his current (a) service on specified corporate boards and (b) provision of management services pursuant to a limited liability agreement dated June 22, 2007 to which the Executive is a party, which services shall be reviewed from time to time by the Board in accordance with its customary policies for reviewing such positions.”
3. Section 2.2 is revised by changing the base salary from $415,000 to $456,500.
4. The Company shall pay all reasonable legal fees and expenses of the Executive’s counsel in connection with the preparation and negotiation of this Addendum.
5. The date of the Indemnity Agreement mentioned in Section 7.4 of the Agreement is hereby stated to be October 31, 2008.
6. With respect to subparagraphs (i), (ii) and (iii) of the definition of Good Reason in Exhibit A to the Agreement, the references to Sections 1.1 and 2.2 shall be interpreted to apply to those Sections as revised by this Addendum.
7. Subparagraph (vii) of such definition of Good Reason is amended to read as follows: “Executive is not provided notice on or before May 25, 2012 that he shall be named the Chief Executive Officer of the Company and the Parent on or before July 1, 2012, with compensation, benefits, and perquisites determined at the time he shall be named CEO and based on the market at that time and providing a fair and competitive compensation package.”
IN WITNESS WHEREOF, the parties have executed this Addendum on March 9, 2011.
| ORTHOFIX INC. | EXECUTIVE | |||
| /s/ Alan W. Milinazzo |
/s/ Robert S. Vaters | |||
| Name: Alan W. Milinazzo | Robert S. Vaters, an individual | |||
| Title: Chief Executive Officer and President | ||||
Guaranty by Parent
Parent (Orthofix International N.V.) is not a party to this Addendum, but joins in this Addendum for the sole purpose of guaranteeing the obligations of the Company to pay, provide, or reimburse the Executive for all cash or other benefits provided for in the Agreement and this Addendum, including the provision of all benefits in the form of, or related to, securities of Parent and to elect or appoint Executive to the positions with Parent and provide Executive with the authority relating thereto as contemplated by Section 1.1 of the Agreement or revised by this Addendum, and to ensure the Board will take the actions required of it hereby.
ORTHOFIX INTERNATIONAL N.V.
| /s/ Alan W. Milinazzo |
| Name: Alan W. Milinazzo |
| Title: Chief Executive Officer and President |