form8k.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): November 19, 2007
Orthofix
International N.V.
(Exact
name of Registrant as specified in its charter)
Netherlands
Antilles
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0-19961
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N/A
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(State
or other jurisdiction of incorporation)
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Commission
File Number
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(I.R.S.
Employer Identification Number)
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7
Abraham de Veerstraat
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Curacao
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Netherlands
Antilles
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
Extension
of Term of Employment Agreement for Bradley R. Mason
On
November 20, 2007, Orthofix
International N.V. (“Orthofix”) entered into a letter agreement (the
“Letter Agreement”) with Bradley R. Mason, a named executive officer of
Orthofix (“Mason”), which extends the term of the current employment
agreement between Mason and Orthofix through December 31, 2008. The
employment agreement would have terminated on December 30, 2007 if the parties
had not entered into the Letter Agreement. Pursuant to the employment
agreement, Mason serves as a Vice President of the Company and President of
Breg, Inc. Except as it relates to the Performance Accelerated Stock
Options Agreement dated November 20, 2003 (the “PASO”), which was
originally entered into in conjunction with the acquisition of Breg, Inc. by
Orthofix and which is described below, no other amendments were made to the
employment agreement. A copy of the Letter Agreement is attached
hereto as Exhibit 10.1 and is hereby incorporated by reference.
Amended
and Restated Performance Accelerated Stock Options Agreement for Bradley R.
Mason
In
conjunction with the entry into of
the Letter Agreement, Orthofix also executed an Amended and Restated Performance
Accelerated Stock Options Agreement (the “Amended PASO”) with
Mason. The Amended PASO amends certain of the exercise provisions of
the original PASO. The Amended PASO also contains new or modified
provisions intended to avoid adverse tax consequences under Section 409A of
the
Internal Revenue Code of 1986, as amended. A copy of the Amended PASO
is attached hereto as Exhibit 10.2 and is hereby incorporated by
reference.
Pursuant
to the original PASO, Orthofix
granted 150,000 stock options (“Options”) to Mason as a key executive
officer of Breg, Inc. The exercise price was fixed at $38.00 per
share on November 20, 2003, which was the date Orthofix announced the agreement
to acquire Breg, Inc. The Options vest on December 30, 2007, the
fourth anniversary of the grant date, subject to the potential for some
accelerated vesting based on Orthofix’s stock price reaching certain
targets. As a result of such feature, 22,500 Options are vested as of
the date hereof. Following full vesting on December 30, 2007, the
original PASO limited Mason’s ability to exercise specific numbers of Options
during the years 2008 – 2012. If not exercised sooner as permitted
under the original PASO, all Options would have ultimately been exercisable
after December 30, 2012, but prior to December 30, 2013.
The
Amended PASO does not change the
vesting date of the Options. However, as an inducement for Mason to
extend the term of his employment agreement, as well as to meet certain
requirements under Section 409A, Mason has elected that his Options will only
be
exercisable during the fixed period beginning January 1, 2009, and ending on
December 31, 2009 (the “Exercise Period”), other than (in certain
circumstances) the currently vested 22,500 Options. Subject to
certain termination provisions and notwithstanding any other provisions of
the
Amended PASO, any portion of the Options that are not exercised by the last
day
of the Exercise Period will not be exercisable thereafter and will lapse and
be
cancelled.
Commencement
of Employment by and Grant of Stock Options to Timothy M.
Adams
As
previously detailed by the Company
in a press release and related Form 8-K filed on November 11, 2007, as of
November 19, 2007 (the “Start Date”), Timothy M. Adams was (a) appointed
Chief Financial Officer of the Company and (b) entitled to a grant of 125,000
stock options, which will vest in one-third annual increments beginning on
the
first anniversary of the Start Date, and a grant of 25,000 stock options, all
of
which will vest on the third anniversary of the Start Date. The grants were
made
as additional inducement for Mr. Adams to enter into his employment agreement
with the Company’s main operating subsidiary, Orthofix, Inc. and were made under
the Company’s Amended and Restated 2004 Long Term Incentive Plan (the
“Plan”). While the main grant was made using the Company’s
standard form of non-qualified stock option agreement, the other grant was
made
through a modified version of such stock option agreement so as to reflect
the
three-year “cliff vesting” feature of that grant. A copy of the
modified agreement is attached hereto as Exhibit 10.3, and is hereby
incorporated by reference. The exercise price of the stock options
under each grant is $58.12, which was the closing market price of the Company’s
common stock on the Start Date. In addition, Mr. Adams has also
executed the Company’s standard form of indemnity agreement for executives as of
the Start Date.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No.
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Description
of Document
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10.1
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Form
of Letter Agreement between Orthofix International N.V. and Bradley
R.
Mason dated November 20, 2007.
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10.2
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Form
of Amended and Restated Performance Accelerated Stock Options Agreement
between Orthofix International N.V. and Bradley R. Mason dated November
20, 2007.
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10.3
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Nonqualified
Stock Option Agreement between Timothy M. Adams and Orthofix International
N.V. dated November 19, 2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ORTHOFIX
INTERNATIONAL N.V.
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By:
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/s/
Raymond C. Kolls
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Name:
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Raymond
C. Kolls
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Title:
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Senior
Vice President, General Counsel &
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Corporate
Secretary
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EXHIBIT
INDEX
Exhibit
No.
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Description
of Document
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Form
of Letter Agreement between Orthofix International N.V. and Bradley
R.
Mason dated November 20, 2007.
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Form
of Amended and Restated Performance Accelerated Stock Options Agreement
between Orthofix International N.V. and Bradley R. Mason dated November
20, 2007.
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Nonqualified
Stock Option Agreement between Timothy M. Adams and Orthofix International
N.V. dated November 19, 2007.
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