8-K 1 d517694d8k.htm FORM 8-K Form 8-K

 

 

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): April 1, 2013

 

 

Orthofix International N.V.

(Exact name of Registrant as specified in its charter)

 

 

 

Curaçao   0-19961   N/A

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

7 Abraham de Veerstraat

Curaçao

  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.

Promotion of Emily Buxton to Chief Financial Officer and Related Compensation Arrangements

On April 1, 2013, the Board of Directors (the “Board”) of Orthofix International N.V. (the “Company”) promoted Emily Buxton to the position of Chief Financial Officer of the Company. Ms. Buxton had previously been serving as the Company’s Interim Chief Financial Officer and Chief Financial Officer, Orthopedic Global Business Unit. In connection with her promotion, the Compensation Committee of the Board has approved an increase in Ms. Buxton’s base salary to $325,000 and set her target bonus under the Company’s Annual Incentive Plan at an amount equal to sixty percent (60%) of her base salary.

 

Item 7.01. Regulation FD Disclosure.

On April 4, 2013, the Company issued a press release regarding the matters described in Item 5.02. That press release is furnished herewith as Exhibit 99.1.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Press release, dated April 4, 2013.


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/ Jeffrey M. Schumm
 

 

 

Jeffrey M. Schumm

Senior Vice President, General Counsel and Corporate Secretary

Date: April 5, 2013


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press release, dated April 4, 2013.