Current Report Filing (8-k)
May 27 2016 - 4:15PM
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): May 23, 2016
WRIGHT MEDICAL GROUP N.V.
(Exact name of registrant as specified in its charter)
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The Netherlands
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1-35065
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98-0509600
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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 No.)
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Prins Bernhardplein 200
1097 JB Amsterdam
The
Netherlands
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None
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(Address of principal executive offices)
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(Zip Code)
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(+ 31) 20 521-4777
(Registrants telephone number, including area code)
Not Applicable
(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:
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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))
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On May 23, 2016, Wright Medical Group N.V. (Wright)
entered into an underwriting agreement (the Underwriting Agreement) with TMG Holdings Coöperatief U.A., an affiliate of Warburg Pincus LLC and an existing shareholder of Wright (the Selling Shareholder), and Merrill
Lynch, Pierce, Fenner & Smith Incorporated (the Underwriter), relating to the underwritten offering of 6,221,809 ordinary shares, par value 0.03 per share, of Wright (the Shares). The Underwriter agreed to
purchase the Shares from the Selling Shareholder pursuant to the Underwriting Agreement at a price of $18.39 per share. The offering closed on May 27, 2016. Wright did not sell any shares in the offering or receive any proceeds from the
offering.
The offering was effected pursuant to an automatically effective shelf registration statement on Form S-3 filed by Wright with
the Securities and Exchange Commission on November 17, 2015 (Registration No. 333-208072), and a related prospectus supplement dated May 23, 2016.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. An
opinion of Stibbe N.V. provided in connection with the offering is filed as Exhibit 5.1 to this report and is incorporated by reference herein.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated May 23, 2016, among Wright Medical Group N.V., TMG Holdings Coöperatief U.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (filed herewith)
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5.1
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Opinion of Stibbe N.V. (filed herewith)
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23.1
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Consent of Stibbe N.V. (included in Exhibit 5.1)
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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.
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Dated: May 27, 2016
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WRIGHT MEDICAL GROUP N.V.
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By:
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/s/ Lance A. Berry
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Name:
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Lance A. Berry
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Title:
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Senior Vice President and Chief Financial Officer
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WRIGHT MEDICAL GROUP N.V.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
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Exhibit
No.
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Description
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Method of Filing
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1.1
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Underwriting Agreement, dated May 23, 2016, among Wright Medical Group N.V., TMG Holdings Coöperatief U.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
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Filed herewith
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5.1
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Opinion of Stibbe N.V.
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Filed herewith
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23.1
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Consent of Stibbe N.V.
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Included in Exhibit 5.1
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