Form 8-K NUVASIVE INC For: Jan 12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K

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Current Report

Pursuant to Section�13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January�12, 2015

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NUVASIVE, INC.

(Exact name of registrant as specified in its charter)

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Delaware	�	000-50744	�	33-0768598
(State or Other Jurisdiction of Incorporation)	�	(Commission File Number)	�	(I.R.S. Employer Identification Number)

7475 Lusk Boulevard, San Diego, California 92121

(Address of principal executive offices, with zip code)

(858) 909-1800

(Registrant�s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

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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))

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Item�5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)����On January�12, 2015, NuVasive, Inc. (the �Company�) announced that Keith Valentine, the Company�s Chief Operating Officer, will step down from that role effective February�1, 2015. Mr.�Valentine will remain with the Company as an Executive Officer to assist with the transition and serve as a special advisor to the Chief Executive Officer through April�30, 2015.

(c)����On January�12, 2015, Mr.�Patrick Miles was appointed to serve as the Company�s President, Chief Operating Officer commencing February�1, 2015. Mr.�Miles, age 49, has served as our President, Global Products�& Services since October 2011, following his tenures as (i)�our President, Americas from January 2010 to October 2011, (ii)�our Executive Vice President of Product Marketing and Development from January 2007 to December 2009, (iii)�our Senior Vice President of Marketing from December 2004 to January 2007, and (iv)�our Vice President, Marketing from January 2001 to December 2004. Mr.�Miles has over 20�years of experience in the orthopaedic industry. Mr.�Miles has also served as Director of Marketing for ORATEC Interventions, Inc., a medical device company, and as a Director of Marketing for Minimally Invasive Systems and Cervical Spine Systems for Medtronic Sofamor Danek, as well as serving in several positions with Smith�& Nephew plc. Mr.�Miles received a B.S. in Finance from Mercer University.

Mr.�Miles is not a party to any transaction required to be disclosed pursuant to Item�404(a) of Regulation S-K that has not already been disclosed by the Company.

(e)����In connection with his retirement from the Company and pursuant to severance arrangements previously approved by the Compensation Committee and disclosed in our Annual Proxy statements, Mr.�Valentine will receive 150% of the sum of his base salary and his most recently paid performance bonus (less standard deductions and withholdings), subject to his delivery of an effective release of claims against the Company.

Item�9.01 Financial Statements and Exhibits.

(d)�Exhibits

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99.1	��	Press release issued by NuVasive, Inc. on January�12, 2015, announcing certain organizational changes.

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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.
Date: January�12, 2015	�	By:	�	/s/ Jason Hannon
	�		�	Jason Hannon
	�		�	Executive Vice President & General Counsel

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Exhibit Index

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Exhibit�Number	��	Description
99.1	��	Press release issued by NuVasive, Inc. on January 12, 2015, announcing certain organizational changes.

Exhibit 99.1

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PRESS RELEASE

Investor/Media Contact:

Stacy Roughan

NuVasive, Inc.

1-858-909-1812

[email protected]

NUVASIVE ANNOUNCES EXPANDED LEADERSHIP ROLES FOR

EXECUTIVES

PAT MILES AND MATT LINK

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Pat Miles Named President and Chief Operating Officer

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Matt Link Named President, U.S. Sales and Services

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Keith Valentine to Step Down as Chief Operating Officer

SAN DIEGO, CA � January�12, 2015 � NuVasive, Inc. (NASDAQ: NUVA), a medical device company focused on developing minimally disruptive procedural solutions for spine surgery, today announced changes to its leadership team designed to enhance the Company�s organizational alignment and accelerate its market share-taking strategy in the global spine market.

Pat Miles, NuVasive�s current President of Global Products and Services, will assume an expanded role as President and Chief Operating Officer. In this new role, Mr.�Miles will continue to be responsible for leadership and management of global products and services. In addition, he will take on NuVasive�s operational duties, including customer fulfillment, manufacturing, supply chain management and quality engineering. The integration of the global products and services function with operational activities will allow NuVasive to better leverage product development insights globally and allows for greater alignment between the development of procedural solutions and their efficient delivery in the field to fulfill the requirements of the many surgeries the Company supports every day. This strategic integration places NuVasive in an optimal position to further scale the business as the Company accelerates its momentum to drive beyond $1 billion in revenues while increasing operating profitability.

The Company also announced that NuVasive�s Chief Operating Officer Keith Valentine will step down from that role and be leaving the Company effective April�30, 2015. Mr.�Valentine is committed to working with the Company to ensure a seamless transition of responsibilities over the coming months.

Alex Lukianov, NuVasive Chairman and Chief Executive Officer, said, �After 14 years with NuVasive, Keith Valentine has made the personal decision to leave the Company to explore different career options as he looks to fulfill long-held professional aspirations. While he will be greatly missed, we are supportive of Keith�s decision to pursue new opportunities and we thank him for his tireless devotion and dedication to the entire NUVA family. He has been an instrumental member of the team, laying and sustaining the foundations for NuVasive�s long-term growth, while playing an integral role in the shaping and supporting of our distinct culture. We wish him the best in his future endeavors.�

Mr.�Miles� newly expanded role as President and Chief Operating Officer is the product of 15 years of service to NuVasive.

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�Pat�s contributions to the Company have been invaluable and he is the right leader to move the organization forward as we continue to transform, adapt and scale our business. With this leadership transition, we have a unique opportunity to combine the best elements of both operations and products and services in a way that will continue to spark our innovative brilliance. This integration creates a unified team with a focused vision and purpose: changing spine surgery and improving patient outcomes. From product conception to inventory and distribution, the global integration of our product, services and operations functions will enable us to become an even more efficient and responsive company to better serve our customers and patients,� Lukianov said.

Continuing the Evolution of Procedural Solutions Offering

NuVasive also plans to implement structural changes to its U.S. sales and services departments to best support its customers. As part of this optimization, the Company will integrate and align all U.S. field personnel to form a combined sales and services organization. This will include the consolidation of the Company�s field sales, clinical associates, IMI neurophysiologists and monitoring contracting. Matt Link, who is currently Executive Vice President of U.S. Sales, will become President of U.S. Sales and Services and will lead the expanded team.

As the healthcare environment continues to rapidly evolve, customers are placing a high degree of focus and accountability on NuVasive�s ability to deliver consistent surgical reproducibility, as well as predictable economic and patient outcomes. The strategic integration of sales and services will enhance NuVasive�s ability to meet this need, offering industry-leading comprehensive procedural solutions, including the integration of the Company�s neurophysiology services offering to enhance the benefits and promote the value of a NuVasive partnership with surgeon, hospital and healthcare provider customers. This move uniquely positions NuVasive to fulfill the full set of spine surgery clinical requirements as the Company continues to execute against its mission to change spine surgery and improve patient outcomes.

�I congratulate Matt on his newly expanded role and appreciate his unwavering commitment to NuVasive and to meeting the needs of our customers. Under the leadership of both Pat and Matt, we are taking important steps to ensure that NuVasive is prepared to scale our business in-line with our growth expectations as we anticipate and respond to the evolving needs of NuVasive customers worldwide,� Lukianov said. �I am confident this strategic shift in the organizational alignment of our Company will further our competitive positioning as an innovator and disruptor in the spine market, and I look forward to seeing enhanced efficiency in both the operational and the sales and services teams under the leadership of Pat and Matt.�

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 $8.7 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 Company�s 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 press 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 NuVasive�s 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 Company�s minimally disruptive surgical products by spine surgeons, development and acceptance of new products or product enhancements, its ability to effectually manage inventory as the Company continues to release new products, its ability to recruit and retain management and key personnel, and the other risks and uncertainties described in NuVasive�s press releases and periodic filings with the Securities and Exchange Commission. NuVasive�s 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.

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