-----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, Bcol6p1rrZhUB3+d+h9kVpqUe1646mXHxMBckpCrtCkJRcQAGU4MRSAol3zRnuGA 4uz3jb2FVIqCpKmZCf5X0g== 0000947871-05-000467.txt : 20050216 0000947871-05-000467.hdr.sgml : 20050216 20050216144629 ACCESSION NUMBER: 0000947871-05-000467 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050216 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050216 DATE AS OF CHANGE: 20050216 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: 05620513 BUSINESS ADDRESS: STREET 1: 7 ABRAHAM DE VEERSTRAAT STREET 2: CURACAO CITY: NETHERLANDS ANTILLES STATE: P8 ZIP: 00000 8-K 1 f8k_021605-3.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): February 10, 2005 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 5.02 Departure of Directors or Principal Officers; Election of Directors; -------------------------------------------------------------------- Appointment of Principal Officers. ---------------------------------- On February 16, 2005, Orthofix International N.V. issued a press release announcing the retirement of Mr. Erik Hartsuiker and Mr. Alberto C. d'Abreu de Paulo from its Board of Directors (the "Board") and the appointment of Mr. Stefan Widensohler to the Board. The resignations of Mr. Hartsuiker and Mr. d'Abreu de Paulo are effective as of February 10 and February 11, 2005, respectively. The appointment of Mr. Widensohler is effective as of February 10, 2005. Mr. Widensohler has also been appointed to serve as a member of the Compensation Committee, the Nominating Committee and the ad hoc International Committee of the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Item 9.01 Financial Statement and Exhibits. --------------------------------- (c) Exhibits 99.1 Press release of Orthofix International N.V. dated February 16, 2005. 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: February 16, 2005 ORTHOFIX INTERNATIONAL N.V. By: /s/ Thomas Hein ------------------------------------------- Name: Thomas Hein Title: Chief Financial Officer EX-99.1 2 ex99-1.txt PRESS RELEASE DATED FEBRUARY 16, 2005 [ORTHOFIX LOGO] [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 International, N.V. Welcomes German Director with International Health Care Experience to its Board HUNTERSVILLE, N.C., February 16, 2005 -- Orthofix International, N.V. (NASDAQ: OFIX) is pleased to announce the appointment of a new independent director, Stefan Widensohler, who will join the Board with immediate effect. Mr. Widensohler is the President and CEO of KRAUTH medical group, a leading European medical supply distributor consisting of different companies serving various areas within the European - primarily German - Healthcare Market by offering innovative Product- and Service concepts. Previously, he was General Manager of MEDICALIS, now a GE Company, focusing on turn-key-project-management of hospital departments with special focus on the operating room area. Mr. Widensohler is an economics graduate from the Private Academy of Bad Harzburg, Germany. He is Deputy Chairman of the Board of BV-Med, the German Health Industry Manufacturers' Association and is an Active Member of the German Economic Council. He presently also serves as a Member of the Board of Directors of St. Jude Medical, Inc., Minneapolis, USA. "The addition of Mr. Widensohler will further strengthen the Board of Orthofix thanks to his international experience in the health care field. His joining the Board will reinforce the company's reputation as a major global player in the orthopedic medical device industry," said Charles W. Federico, Group President and Chief Executive Officer of Orthofix. Two Directors of the Board, Mr. E. Hartsuiker and Mr. Alberto C. d'Abreu de Paulo decided to retire after 17 years of faithful service to the company. Their valuable contributions to the company since its very beginning were gratefully acknowledged. 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 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-----