-----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, Cl8zuDct8Uu1x4AKoG7AaATFUVJpr4UOuKRLJrbjbVHyPmN+Zgs3VGazLBZBfp8e OCEZ1QKoQQH13VET1tmoEA== 0000947871-06-000365.txt : 20060221 0000947871-06-000365.hdr.sgml : 20060220 20060221155303 ACCESSION NUMBER: 0000947871-06-000365 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060216 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20060221 DATE AS OF CHANGE: 20060221 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: 06632966 BUSINESS ADDRESS: STREET 1: 7 ABRAHAM DE VEERSTRAAT STREET 2: CURACAO CITY: NETHERLANDS ANTILLES STATE: P8 ZIP: 00000 8-K 1 f8k_021606.txt 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 16, 2006 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 Identification of incorporation) 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. 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)) Section 1. Registrant's Business and Operations. ------------------------------------ Item 1.01. Entry into a Material Definitive Agreement ------------------------------------------ On February 16, 2006, Orthofix International N.V. (the "Company") announced that Alan W. Milinazzo, 46, currently the Company's Chief Operating Officer, has been promoted to Group President and Chief Executive Officer, effective April 1, 2006. He will succeed Charles W. Federico, who will remain a Director of the Company. In connection with the announcement by the Company of the promotion of Mr. Milinazzo, the Company agreed to provide him with an increased annual base salary of $430,000 per year to be paid pursuant to the Company's customary payroll practices, which salary is subject to modification from time to time. Section 5. Corporate Governance and Management. ----------------------------------- Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer ------------------------------------------- As described above, on February 16, 2006, the Company announced that Alan W. Milinazzo, 46, currently the Company's Chief Operating Officer, has been promoted to Group President and Chief Executive Officer, effective April 1, 2006. He will succeed Charles W. Federico, who will remain a Director of the Company. Mr. Milinazzo joined the Company in September 2005 from Medtronic Inc., where he was Vice President of Medtronic's Vascular business as well as Vice President and General Manager of Medtronic's Coronary and Peripheral businesses. Prior to that he was Vice President of North American Field Operations from May 2001 to September 2002 at Aspect Medical Systems, and President at North Point Domain from August 2000 to February 2001. Mr. Milinazzo also spent 12 years as an executive with Boston Scientific Corporation in numerous roles, including Vice President of Marketing for SCIMED Europe, managing a $210 million interventional cardiology business. Mr. Milinazzo's promotion to the position of Chief Executive Officer is not subject to the terms of an employment agreement. He is subject to the terms of a change of control agreement as described in a Current Report on Form 8-K filed on September 8, 2005. Section 7. Regulation FD. ------------- Item 7.01 Regulation FD Disclosure ------------------------ A copy of the press release announcing Mr. Milinazzo's promotion is attached to this report as Exhibit 99.1 and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. (d) Exhibits: Exhibit No. Description of Document - ----------- ----------------------- 99.1 Press release of Orthofix International N.V. dated February 16, 2006. 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. ORTHOFIX INTERNATIONAL N.V. By: /s/ Thomas Hein ------------------------------------ Name: Thomas Hein Title: Chief Financial Officer Date: February 21, 2006 EX-99 2 ex99-1_021606.txt PRESS RELEASE [ORTHOFIX logo] Contact: - ------- Dan Yarbrough, Director of Investor Relations, Orthofix International, N.V., 704-948-2617 Orthofix promotes Alan W. Milinazzo to Group President and Chief Executive Officer effective April 1, 2006 "Succession-planning is one of the primary responsibilities of the Board of Directors, and we are therefore very pleased with the orderly transition from Charlie Federico to Alan Milinazzo." James F. Gero, Chairman of the Board, Orthofix HUNTERSVILLE, N.C., Feb. 16, 2006--Orthofix International N.V. (NASDAQ: OFIX) announced today that Alan W. Milinazzo, 46, the Company's Chief Operating Officer (COO), has been promoted to Group President and Chief Executive Officer (CEO) effective April 1, 2006. He will succeed Charles W. Federico, who will remain a Director of Orthofix. A successor to the position of COO has not been named at this time. Mr. Milinazzo joined Orthofix in September 2005 from Medtronic Inc., where he was Vice President of Medtronic's Vascular business as well as Vice President and General Manager of Medtronic's Coronary and Peripheral businesses. At Medtronic, Mr. Milinazzo directed successful product launches domestically as well as internationally. Additionally, his leadership efforts with regard to M&A activities provided the necessary strategy and direction required to remain at the forefront of the industry. Prior to Medtronic, Mr. Milinazzo spent 12 years as an executive with Boston Scientific Corporation in numerous roles, including Vice President of Marketing for SCIMED Europe, managing a $210 million interventional cardiology business. Mr. Milinazzo has nearly 25 total years of management and marketing experience in the medical device industry. "When we announced the appointment of Alan Milinazzo as Orthofix's first COO in September of last year, we said that he represented 'a significant hire' for Orthofix. Indeed, we engaged Alan for the purpose of succeeding me at such time as Alan felt he had command of our business. That time has come. His vast experience in, and deep knowledge of, the medical device industry as a result of helping lead great companies such as Medtronic and Boston Scientific have made his learning curve at Orthofix a brief one," said Charles W. Federico, Group President and CEO, who will remain as a Director of Orthofix after April 1, 2006. "But in addition to his own capabilities and experience, Alan has profited greatly from his close interaction with an already successful executive management team at Orthofix, one that possesses extensive industry experience. Together, they will ensure continuity of purpose for Orthofix going forward." "Under Charlie Federico's stewardship, Orthofix has not only achieved outstanding financial performance year-in and year-out, but also has established competitive advantages and has expanded and extended its markets. These noteworthy achievements--in combination with Orthofix's exceptional reputation among its physician-customers, its worldwide influence, a very strong balance sheet and accomplished executive management team--position Orthofix to successfully execute an ambitious growth strategy by way of acquisitions, licensing agreements and distribution opportunities," said Mr. Milinazzo. "For all of these reasons, the future is very bright for Orthofix." (Please note: to view a Profile of Mr. Alan W. Milinazzo, please visit www.orthofix.com.) (more) Page Two 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 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 the National Osteoporosis Institute. For more information about Orthofix, please visit www.orthofix.com. 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, unanticipated expenditures, changing relationships 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-----