Form 8-K ORTHOFIX INTERNATIONAL For: Mar 16

 

 

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): March 16, 2016

 

 

Orthofix International N.V.

(Exact name of Registrant as specified in its charter)

 

 

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):

 

 

 

 

---

 

Appointment of Michael E. Paolucci as a Director

On March 16, 2016, the Board of Directors (the “Board”) of Orthofix International N.V. (the “Company”) appointed Michael E. Paolucci as a director, effective immediately.  The Board has determined that Mr. Paolucci is an independent director under the listing rules of the Nasdaq Stock Market.  There are no transactions involving Mr. Paolucci requiring disclosure under Item 404(a) of Regulation S-K.  In connection with Mr. Paolucci’s appointment, the Board resolved to increase its size from eight to nine directors, effective immediately.

The Board has also appointed Mr. Paolucci to the Board’s Compensation Committee (the “Compensation Committee”).  Mr. Paolucci will receive the Company’s standard annual fee of $60,000 for non-employee director service.  He will also receive as of March 16, 2016, options to acquire 30,000 shares of common stock (vesting in 1/4th increments on each of the first, second, third and fourth anniversary of grant) pursuant to the Company’s 2012 Long-Term Incentive Plan.

Board Committee Composition

Following Mr. Paolucci’s appointment to the Compensation Committee, the Board’s current standing committee assignments are as described below. All of the directors serving on these respective committees are outside directors who are independent under applicable listing rules of the Nasdaq Stock Market.

Item 7.01.Regulation FD Disclosure.

On March 17, 2016, the Company issued a press release regarding the appointment described above.  That press release is furnished herewith as Exhibit 99.1.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

99.1Press Release, dated March 17, 2016.

 

---

 

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.

 

 

 

 

 

 

Date: March 17, 2016

 

---

 

EXHIBIT INDEX

 

 

 

 

Exhibit 99.1

 

 

Orthofix Announces Appointment of Michael Paolucci to Board of Directors

 

LEWISVILLE, Texas -- March 17, 2016 -- Orthofix International N.V. (NASDAQ: OFIX), a diversified, global medical device company, announced today that Michael E. Paolucci has been named to its Board of Directors and appointed to the Compensation Committee. A seasoned Human Resource (HR) executive, Paolucci has more than 20 years of global experience working directly with Boards of Directors and C-level executives to improve organizational capabilities and HR programs that result in sustained improvements in business performance.

“A veteran HR executive, Mike is known for developing human capital strategies that support sustaining shareholder value,” said Ron Matricaria, Chairman of the Board. “We are pleased he is joining the Orthofix Board of Directors and feel his contributions will be very beneficial to the Company as we continue to grow and evolve our global business.”

Paolucci currently serves as the head of Alliances and Human Capital for Halozyme Therapeutics Inc., a late stage oncology and biopharmaceutical company on the forefront of cancer research. He joined them in July 2015 and is responsible for managing the Company’s Alliance relationships with large pharmaceutical partners as well as its human resource strategies, programs, and policies.

Prior to Halozyme, Paolucci served as Executive Vice President and Chief Human Resource Officer for CareFusion, where he drove the company-wide human resource strategy and developed realignment programs that resulted in sustained improvements in business performance. Paolucci left CareFusion following it being acquired by Becton Dickinson in March 2015.

Before CareFusion, he served as Executive Vice President of Human Resources at NuVasive, and also spent five years at Life Technologies where he was responsible for global compensation, benefits and Human Capital Management systems until the company was acquired by Thermo-Fisher in February 2014. He was also head of Human Resources for the services division of Hewlett Packard and served in several leadership roles with EDS, which was acquired by Hewlett Packard. Prior to HP/EDS, he was a partner with the HR consulting firm Towers Perrin. Paolucci is a graduate of Ohio State University.

 

---

 

Bottom of Form

About Orthofix

Orthofix International N.V. is a diversified, global medical device company focused on improving patients' lives by providing superior reconstructive and regenerative orthopedic and spine solutions to physicians worldwide. Headquartered in Lewisville, Texas, the Company has four strategic business units that include BioStim, Biologics, Extremity Fixation and Spine Fixation. Orthofix products are widely distributed via the Company's sales representatives, distributors and its subsidiaries. In addition, Orthofix is collaborating on research and development activities with leading clinical organizations such as the Musculoskeletal Transplant Foundation and the Texas Scottish Rite Hospital for Children. For more information, please visit www.orthofix.com.

 

 

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Orthofix International (OFIX) Appoints Andres Cedron as Chief Legal Officer
• Liberty Energy Announces Quarterly Cash Dividend
• Buenaventura Cordially Invites You to Its First Quarter 2024 Earnings Conference Call