UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 19, 2014
ALPHATEC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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000-52024 |
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20-2463898 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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5818 El Camino Real, Carlsbad, CA |
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92008 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (760) 431-9286
(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)) |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On November 19, 2014, the Board of Directors (the Board) of Alphatec Spine, Inc. and Alphatec Holdings, Inc. (the Company)
increased the size of the Board to ten and appointed Tom C. Davis to the Board, effective November 19, 2014. Mr. Davis qualifies as independent under the definition promulgated by NASDAQ and therefore is eligible to be a member of the
Boards Audit Committee or Nominating, Governance and Compensation Committee. The Company believes that Mr. Davis possesses specific attributes that qualify him to serve as a director of the Company, including the perspective and
experience he will bring based on his prior experience as an investment banker, and his prior and current experience as a Non-Executive Chairman and a member of the board of directors of both private and publicly traded companies.
(c) Mr. Davis, age 65, currently serves as Chief Executive Officer of The Concorde Group, a private investment firm, a position he has held since March
2001. He previously served as Managing Director of Bluffview Capital, LP, an investment banking firm that he co-founded, from 2001 to 2012 and as Managing Partner of Gryphon Special Situations Fund L.P. from 2004 to 2009. He was the managing partner
and head of banking and corporate finance for the Southwest division of Credit Suisse First Boston from March 1984 to February 2001. Mr. Davis also serves on the Boards of Directors of Dean Foods Company (NYSE: DF), where he also serves as the
Non-Executive Chairman and where he also serves as a member of the Audit, Compensation and Executive Committees; Affirmative Insurance Holdings, Inc. (OTC: AFFM), an insurance holding company, where he serves as Chairman of the Board and as a member
of the Audit, Compensation and Investment Committees; MicroDental Co., a privately-held dental laboratory network company, where he serves on the Audit and Compensation Committees; and WhiteHorse Finance, Inc. (Nasdaq: WHIF), a closed-end management
investment company that targets debt investments in privately held, small-cap U.S. companies, where he serves as chairman of the Nominating and Corporate Governance Committee and is a member of the Audit Committee. Until April 2013, Mr. Davis
served on the Board of Directors of Westwood Holdings Group, Inc. (NYSE: WHG), an investment management and trust services company, where he served on the Audit and Compensation Committees. He also served on the Board of Directors, including as a
member of its Audit and Compensation Committees, of BioHorizons, Inc., which at the time was a privately-held dental equipment and supplies manufacturing company, until early 2014.
On November 24, 2014 the Company issued a press release announcing Mr. Daviss appointment to the Board, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
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99.1 |
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Press Release dated November 24, 2014. |
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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ALPHATEC HOLDINGS, INC.
(Registrant) |
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Date: November 24, 2014 |
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/s/ Ebun S. Garner, Esq. |
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Ebun S. Garner, Esq. |
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General Counsel and Senior Vice President |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Alphatec Spine Announces Appointment of Tom C. Davis to its Board of Directors
CARLSBAD, CA, November 24, 2014 Alphatec Holdings, Inc. (Nasdaq: ATEC), the parent company of Alphatec Spine, Inc., a global provider of spinal fusion
technologies, announced today that its board of directors has appointed Tom C. Davis as a member of the board of directors, effectively immediately. Mr. Davis has served as Chief Executive Officer of The Concorde Group, a private investment firm,
since March 2001, and currently serves as the Non-Executive Chairman of the Board of Dean Foods Company (NYSE: DF).
This appointment expands the Alphatec
Spine board to 10 directors. Mr. Davis is qualified as an independent director under the definition established by Nasdaq.
I am very pleased to
welcome Tom to the Alphatec Spine board of directors, said Jim Corbett, President and Chief Executive Officer. Toms 30 years of broad experience across multiple industries will add valuable perspectives to our board. We look
forward to working closely with Tom and benefitting from his counsel and strategic insights as we continue our pursuit of profitable, global growth.
Mr. Davis also serves as a member of the boards of Affirmative Insurance Holding, Inc., MicroDental Co., and Whitehorse Finance, Inc. Previously, Mr. Davis
has held key executive leadership roles, including Managing Director of Bluffview Capital, LP, Managing Partner of Gryphon Special Situations Fund L.P. and Managing Partner and Head of Banking and Corporate Finance for the Southwest division of
Credit Suisse First Boston. Mr. Davis received a B.S. in Aerospace Engineering from Georgia Institute of Technology and an M.B.A. from Harvard Business School. Mr. Davis also was an officer in the U.S. Navy.
Further information regarding the Companys appointment of Tom C. Davis to its board of directors is set forth in a Current Reports on Form 8-K that was
filed with the U.S. Securities and Exchange Commission (SEC) on November 24, 2014 and is available on both the SECs website at www.sec.gov and the Companys website at www.alphatecspine.com.
About Alphatec Spine
Alphatec Spine, Inc., a wholly
owned subsidiary of Alphatec Holdings, Inc. (Nasdaq: ATEC), is a global provider of spinal fusion technologies. The Companys mission is to combine innovative surgical solutions with world-class customer service to help improve outcomes and
patients quality of life. The Company and its affiliates market products in the U.S. and internationally via a direct sales force and independent distributors.
Additional information can be found at www.alphatecspine.com.
Forward Looking Statements
This press release may
contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Such statements are based on managements current expectations and are subject to a
number of risks and uncertainties that could
-more-
cause actual results to differ materially from those described in the forward-looking statements. Alphatec Spine cautions investors that there can be no assurance that actual results or business
conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Forward-looking statements include the Companys ability to achieve profitable growth. The words
believe, will, should, expect, intend, estimate and anticipate, variations of such words and similar expressions identify forward-looking statements, but their
absence does not mean that a statement is not a forward-looking statement. Please refer to the risks detailed from time to time in Alphatec Spines SEC reports, including its Annual Report Form 10-K, as well as other filings on Form 10-Q
and periodic filings on Form 8-K. Alphatec Spine disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
CONTACT: Investor/Media Contact:
Christine Zedelmayer
Investor Relations
Alphatec Spine, Inc.
(760) 494-6610
czedelmayer@alphatecspine.com
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