Current Report Filing (8-k)
March 03 2015 - 04:25PM
Edgar (US Regulatory)
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): March 2, 2015
NUVASIVE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware |
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000-50744 |
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33-0768598 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
7475 Lusk Boulevard, San Diego, California 92121
(Address of principal executive offices) (Zip Code)
(858) 909-1800
(Registrants telephone number, including area code)
n/a
(Former name or
former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On March 3, 2015, NuVasive, Inc. (the Company) issued a
press release announcing that the Court of Appeals for the Federal Circuit overturned the damages award in the Companys ongoing patent lawsuit with Medtronic Sofamor Danek USA, Inc. and Warsaw Orthopedic, Inc. on March 2, 2015. A copy of
this press release is furnished as Exhibit 99.1 hereto.
NuVasive cautions you that statements included in this news release that are not
a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause NuVasives results to differ materially from
historical results or those expressed or implied by such forward-looking statements. The potential risks and uncertainties which contribute to the uncertain nature of these statements include, among others, the risk that the outcome of a retrial in
the District Court may not be favorable with regard to damages, including with respect to past or ongoing royalties, and risks associated with acceptance of the Companys minimally disruptive surgical products by spine surgeons, development and
acceptance of new products or product enhancements, expansion of our network of sales representatives, risks associated with litigation actions which could cause the Company to incur significant legal expenses and/or prevent it from making, using or
selling certain of the Companys products, and the other risks and uncertainties described in NuVasives news releases and periodic filings with the Securities and Exchange Commission. NuVasives public filings with the Securities and
Exchange Commission are available at www.sec.gov. NuVasive assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.
Item 9.01 |
Financial Statements and Exhibits. |
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99.1 |
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Press release issued by NuVasive, Inc. on March 3, 2015. |
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.
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NUVASIVE, INC. |
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By: |
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/s/ Jason Hannon |
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Jason Hannon |
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Executive Vice President & General Counsel |
Date: March 3, 2015
EXHIBIT INDEX
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Exhibit
Number |
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Description |
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99.1 |
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Press release issued by NuVasive, Inc. on March 3, 2015. |
Exhibit 99.1
NUVASIVE® ANNOUNCES SUCCESSFUL APPEAL OF MEDTRONIC VERDICT
SAN DIEGO, CA March 3, 2015 NuVasive, Inc. (NASDAQ: NUVA) (NuVasive or the Company), a
medical device company focused on developing minimally disruptive surgical products and procedures for the spine, today announced that the Court of Appeals for the Federal Circuit overturned the damages award in the Companys ongoing patent
lawsuit with Medtronic Sofamor Danek USA, Inc. and Warsaw Orthopedic, Inc. (Medtronic).
The appeal challenged a September
2011 jury verdict in the first phase of the litigation between NuVasive and Medtronic. The jury found that the three remaining patents at issue in the appeal were infringed awarding total monetary damages of $660,000 to NuVasive and
approximately $102 million to Medtronic, which included lost profits, the sale of ancillary or convoyed products and royalties.
On March 2, 2015, the three Judge panel of the Court of Appeals issued a unanimous decision upholding the jurys finding of
liability as to all patents, but overturning the damage award against NuVasive as improper. Significantly, the Court of Appeals held that the damages award was erroneous because Medtronic is not permitted to recover damages for lost profits or
for the sale of convoyed products. Absent further proceedings on appeal, the case will be returned to the District Court for further proceedings to determine a proper damage award based solely on a reasonable royalty. The timing of a
retrial to determine the new damages amount is difficult to predict, but could occur later in 2015.
We are pleased with
todays legal ruling, said Alex Lukianov, Chairman and Chief Executive Officer of NuVasive. This provides greater clarity on the process moving forward and affirms our view that Medtronic had been awarded an excessive amount of
damages. By limiting the damages to only a reasonable royalty, we believe our overall exposure in this phase of the litigation has been reduced from the current amount we have accrued. We look forward to the upcoming retrial.
About NuVasive
NuVasive is an innovative global medical device company that is changing spine surgery with minimally disruptive surgical products and
procedurally-integrated solutions for the spine. The Company is the third largest player in the $9.0 billion global spine market. NuVasive offers a comprehensive spine portfolio of more than 90 unique products developed to improve spine surgery and
patient outcomes. The Companys principal procedural solution is its Maximum Access Surgery, or MAS®, platform for lateral spine fusion. MAS was designed to provide safe, reproducible,
and clinically proven outcomes, and is a highly differentiated solution with fully integrated neuromonitoring, customizable exposure, and a broad offering of application-specific implants and fixation devices designed to address a variety of
pathologies.
NuVasive cautions you that statements included in this news release that are not a description of historical facts are
forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause NuVasives results to differ materially from historical results or those expressed or
implied by such forward-looking statements. The potential risks and uncertainties which contribute to the uncertain nature of these statements include, among others, risks associated with acceptance of the Companys minimally disruptive
surgical products by spine surgeons, development and acceptance of new products or product enhancements, expansion of our network of sales representatives, risks associated with litigation actions which could cause the Company to incur significant
legal expenses and/or prevent it from making, using or selling certain of the Companys products, and the other risks and uncertainties described in NuVasives news releases and periodic filings with the Securities and Exchange Commission.
NuVasives public filings with the Securities and Exchange Commission are available at www.sec.gov. NuVasive assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was
made.
Investor/Media Contact:
Stacy Roughan
NuVasive, Inc.
1-858-909-1812
sroughan@nuvasive.com
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