-----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, FwXxxvTRVwG+iYYBLA9iGOZnF7SI6FeeXdQHBoYXCCRgUp7CIMjmuUwCUJEpxgeB kRjeWEbn/MFdSQeASpE2Dg== 0000947871-04-002667.txt : 20041208 0000947871-04-002667.hdr.sgml : 20041208 20041208170659 ACCESSION NUMBER: 0000947871-04-002667 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041207 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20041208 DATE AS OF CHANGE: 20041208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORTHOFIX INTERNATIONAL N V CENTRAL INDEX KEY: 0000884624 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19961 FILM NUMBER: 041191376 BUSINESS ADDRESS: STREET 1: 7 ABRAHAM DE VEERSTRAAT STREET 2: CURACAO CITY: NETHERLANDS ANTILLES STATE: P8 ZIP: 00000 8-K 1 f8k_120704.txt CURRENT REPORT 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 2, 2004 Orthofix International N.V. (Exact name of Registrant as specified in its charter) Netherlands Antilles 0-19961 N/A (State or other jurisdiction Commission File Number (I.R.S. Employer of incorporation) Identification Number) ----------------------------- 7 Abraham de Veerstraat Curacao Netherlands Antilles 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.): [ ] 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 1.01 Entry into a Material Definitive Agreement. ------------------------------------------ As previously announced by Orthofix International N.V. on March 26, 2004, James F. Gero has assumed the Chairmanship of the Board of Directors (the "Board") in conjunction with the resignation as Chairman of Robert Gaines-Cooper who remains a director of the Company. Upon assuming his new duties on December 2, 2004, Mr. Gero will receive annual cash compensation of $200,000, a grant of 44,000 non-qualified stock options as well as certain company provided medical, dental and vision benefits. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; -------------------------------------------------------------------- Appointment of Principal Officers. ---------------------------------- On December 7, 2004, Orthofix International N.V. issued a press release announcing the retirement of two of its directors from its Board and the appointment of two new directors to the Board effective as of December 7, 2004. As of the date of this filing, no final decisions have been made with respect to which, if any, of the committees of the Board the new directors will serve. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Exhibit No. Description of Document - ----------- ----------------------- 99.1 Press release of Orthofix International N.V. dated December 7, 2004 Signature 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. Dated: December 8, 2004 ORTHOFIX INTERNATIONAL N.V. By: /s/ Thomas Hein -------------------------------------- Name: Thomas Hein Title: Chief Financial Officer EX-99.1 2 ex99-1_120704.txt PRESS RELEASE [GRAPHIC OMITTED] FOR IMMEDIATE RELEASE Contacts: - --------- Charles W. Federico, Group President and CEO, Orthofix International, N.V., 704/948-2600 Thomas Hein, CFO, Orthofix International, N.V., 704/948-2600 Orthofix Announces Appointment of New Directors HUNTERSVILLE, N.C., Dec. 7, 2004 -- Orthofix International, N.V. (NASDAQ: OFIX) is pleased to announce the appointment of two new independent directors, Guy J. Jordan, Ph.D., and Kenneth R. Weisshaar, who will join the Board immediately. Dr. Jordan and Mr. Weisshaar will replace Edgar Wallner and John Littlechild, who will be retiring from the Board of Orthofix N.V. after 17 years of valuable contributions to the success of the company. Their much appreciated wisdom and dedication were key in the growth of the company from a small entity into today's global medical device corporation. Dr. Jordan has a Ph.D. in organic chemistry from Georgetown University as well as an MBA in marketing and brings over 25 years of professional R&D and large company senior management experience to the Board. As a Group President at C.R. Bard, Inc., Dr. Jordan had strategic and operating responsibility for Bard's global oncology business and functional responsibility for all of Bard's Research and Development. He is currently serving on the boards of several public and private medical device companies. Mr. Weisshaar, who has a BS from MIT and an MBA from Harvard, brings to the Board additional significant experience in developing and implementing strategies for global medical businesses. Ken was previously a consultant at McKinsey & Co. He then spent 12 years as a corporate officer at Becton Dickinson where, at different times, he was responsible for global businesses in medical devices and diagnostic products and served as CFO and VP Strategic Planning. Ken is currently on the board of several companies in the health care industry. Both gentlemen will further strengthen the Board of Orthofix with their large company perspective, strategic outlooks, and extensive R&D experience. They will strongly support the company's reputation as a major global player in the medical device industry. About Orthofix International, N.V. Orthofix International N.V., a global diversified orthopedic products company, offers a broad line of minimally invasive surgical, as well as non-surgical, products for the spine, reconstruction, and trauma market sectors that address the lifelong bone-and-joint health needs of patients of all ages--helping them achieve a more active and mobile lifestyle. Orthofix's products are widely distributed around the world to orthopedic surgeons and patients--via Orthofix's sales representatives and its subsidiaries, including Breg Inc., and via partnerships with other leading orthopedic product companies, such as Medtronic Sofamor Danek, Stryker Howmedica, and Kendall Healthcare. In addition, Orthofix is collaborating in R&D partnerships with leading medical institutions such as the Wake Forest University School of Medicine, the Orthopedic Research and Education Foundation, the Cleveland Clinic Foundation, Innovative Spinal Technologies and National Osteoporosis Institute. For more information about Orthofix, please visit www.orthofix.com. more... Page Two Forward-Looking Statements This news release contains certain forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, but are not limited to, statements concerning the projections, financial condition, results of operations and businesses of Orthofix, and are based on management's current expectations and estimates and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. Factors that could cause or contribute to such differences may include, but are not limited to, risks relating to the integration of the businesses of Orthofix and Breg, unanticipated expenditures, changing relationship with customers, suppliers and strategic partners, risks relating to the protection of intellectual property, changes to the reimbursement policies of third parties, changes to governmental regulation of medical devices, the impact of competitive products, changes to the competitive environment, the acceptance of new products in the market, conditions of the orthopedic industry and the economy and other factors described in the most recent report on Form 10-K and other periodic reports filed by Orthofix with the Securities and Exchange Commission. # # # # # -----END PRIVACY-ENHANCED MESSAGE-----