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): October 4, 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. |
Amendment No. 2 to Amended and Restated Employment Agreement with Michael Finegan
On October 4, 2011, Orthofix International N.V. (the “Company”), through its subsidiary Orthofix Inc., entered into amendment no. 2 to amended and restated employment agreement with Michael Finegan (the “Amendment”). The Amendment, which is dated and effective as of October 1, 2011, provides that the initial term of Mr. Finegan’s employment agreement is extended through July 1, 2013, and that Mr. Finegan shall now serve as Senior Vice President of Business Development and President of Biologics. This summary is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Amendment No. 2 to Amended and Restated Employment Agreement, dated as of October 1, 2011, by and between Orthofix Inc. and Michael Finegan. |
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: October 4, 2011
EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1 | Amendment No. 2 to Amended and Restated Employment Agreement, dated as of October 1, 2011, by and between Orthofix Inc. and Michael Finegan. | |
Exhibit 10.1
AMENDMENT #2 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDMENT #2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of October 1, 2011, between Orthofix Inc. (the “Company”) and Michael Finegan (the “Executive”).
WHEREAS, the Executive and the Company have previously entered into an Amended and Restated Employment Agreement entered into as of July 1, 2009, as amended by Amendment #1 thereto dated as of August 4, 2009 (collectively, the “Agreement”); and
WHEREAS, the parties desire to enter into this Amendment to revise the initial term of the Agreement and the Executive’s title as set forth herein;
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements of the parties contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. The second sentence of Section 1.1 of the Agreement is amended and restated in its entirety as follows:
“While serving as an employee of the Company, the Executive shall serve as the Company’s and the Parent’s Senior Vice President of Business Development and the President of Biologics.”
2. All references to “July 1, 2012” in Section 1.3 of the Agreement are hereby removed and replaced by “July 1, 2013.”
3. Except as otherwise provided herein, the Agreement shall remain in full force and effect in accordance with its original terms.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of October 4, 2011.
| ORTHOFIX INC. | ||
| By: | /s/ Robert S. Vaters | |
| Name: Robert S. Vaters | ||
| Title: President and Chief Executive Officer | ||
| EXECUTIVE | ||
| /s/ Michael Finegan | ||
| Michael Finegan | ||