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 2, 2015
ALPHATEC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware | | 000-52024 | | 20-2463898 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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5818 El Camino Real, Carlsbad, CA | | 92008 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s 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):
¨ 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of James R. Glynn
On November 2, 2015, James R. Glynn retired from the Board of Directors (the “Board”) of Alphatec Holdings, Inc. (the “Company”) and Alphatec Spine Inc., a wholly owned subsidiary of the Company. Mr. Glynn also retired from his position as the Chairman of the Audit Committee of the Board. Mr. Glynn’s retirement was not the result of any disagreement with the Company, known to a member of the Board or an executive officer of the Company, on any matter relating to the Company’s operations, policies, practices or financial reporting.
In connection with his retirement, Mr. Glynn and the Company entered into a Vesting Acceleration Agreement (the “Vesting Agreement”). Pursuant to the Vesting Agreement, as of November 1, 2015 all outstanding options to purchase the Company’s common stock and any restricted common stock (each separate award is an “Equity Interest”) held by Mr. Glynn as of November 1, 2015 became vested and exercisable. In addition, the term during which Mr. Glynn may exercise any Equity Interest consisting of a stock option was extended until the earlier of: (i) November 1, 2017 (or the following business day if such day is not a business day of the Company), or (ii) the expiration date that would apply to such stock option. This summary of the Vesting Agreement is qualified in its entirety by reference to the full text of the Vesting Agreement, which shall be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
Appointment of Donald A. Williams as Chairman of the Audit Committee
Effective November 2, 2015, the Board appointed Donald A. Williams, a current member of the Board, Chairman of the Audit Committee. Mr. Williams has been a member of the Audit Committee since July 2015.
ITEM 9.01. Financial Statements and Exhibits.
On October 30, 2015 the Company issued a press release announcing Mr. Glynn’s retirement and Mr. Williams’ appointment as Chairman of the Audit Committee, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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Item 9.01 | Financial Statements and Exhibits. |
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99.1 | | Press Release dated October 30, 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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| | | | ALPHATEC HOLDINGS, INC. (Registrant) |
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Date: November 3, 2015 | | | | /s/ Ebun S. Garner, Esq. |
| | | | Ebun S. Garner, Esq. |
| | | | General Counsel and Senior Vice President |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Alphatec Spine Announces Retirement of James R. Glynn from its Board of Directors;
Donald A. Williams Appointed Audit Committee Chairman
CARLSBAD, CA, October 30, 2015 – Alphatec Holdings, Inc. (Nasdaq: ATEC), the parent company of Alphatec Spine, Inc., a global provider of spinal fusion technologies, announced today that James R. Glynn is retiring as a member of the board of directors and Audit Committee Chairman, effective November 2, 2015. Alphatec Spine’s board of directors has appointed Donald A. Williams, an independent director of Alphatec’s board of directors and current member of the Audit Committee, as the Chairman of the Audit Committee, effective November 2, 2015.
Mr. Williams joined the board of directors in May 2015 and previously was a Partner at Ernst & Young for eighteen years and a Partner with Grant Thornton, LLP for the last seven years. He has served as the lead partner on multiple initial public offerings, secondary offerings, private and public debt financings, as well as numerous mergers and acquisitions.
“We would like to thank Jim for his dedicated service and many contributions to Alphatec over the past eight years,” said Jim Corbett, President and Chief Executive Officer of Alphatec Spine. “We appreciate his counsel and leadership during his tenure and wish him all the best in the future. Looking forward, we are very pleased to have Don serve as Chairman of the Audit Committee. Don’s deep financial experience and strong business acumen has been a valuable asset to the board this year. We look forward to Don’s guidance and operational expertise in his newly expanded role as we continue to execute the pillars of our strategy and build momentum for the future.”
Further information regarding the Company’s appointment of Donald A. Williams to its board of directors is set forth in a Current Reports on Form 8-K that the Company is expecting to file with the U.S. Securities and Exchange Commission (SEC) on November 2, 2015 and will be available on both the SEC’s website at www.sec.gov and the Company’s website at www.alphatecspine.com.
About Alphatec Spine
Alphatec Spine, Inc., a wholly owned subsidiary of Alphatec Holdings, Inc., is a global medical device company that designs, develops, manufactures and markets spinal fusion technology products and solutions for the treatment of spinal disorders associated with disease and degeneration, congenital deformities and trauma. The Company's mission is to improve lives by delivering advancements in spinal fusion technologies. 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 management's current expectations and are subject to a number of risks and uncertainties that could 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 Company's ability to execute on its strategy to build momentum in the future; achieve profitable growth; the Company’s ability to achieve both domestic and international growth and future profitability. 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 Spine's 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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