Orthofix International N.V. 8-K 4-11-2006
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): April 11, 2006
Orthofix
International N.V.
(Exact
name of registrant as specified in its charter)
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Netherlands
Antilles
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0-19961
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N/A
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(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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7
Abraham de Veerstraat
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Curacao
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Netherlands
Antilles
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
1.01. Entry
into a Material Definitive Agreement.
Adoption
of New Form of Nonqualified Stock Option Agreement under Amended and Restated
2004 Long Term Incentive Plan
On
April
11, 2006, the Compensation Committee (the “Compensation Committee”) of the board
of directors of Orthofix International N.V. (the “Company”) adopted a new form
of Nonqualified Stock Option Agreement for grants of stock options to employees
and executive officers, including its Chief Executive Officer and each of the
Company’s four other most-highly compensated executive officers, pursuant to the
Company’s Amended and Restated 2004 Long Term Incentive Plan (the “LTIP”).
Pursuant
to the LTIP, the Compensation
Committee, which is the plan administrator, can specify and approve the award
documents delivered to participants under the LTIP and, in doing so, may adopt
a
new form of stock option agreement from time to time. As of the date of this
report, the only grant pursuant to this new form has been to the Company’s Chief
Executive Officer, Alan W. Milinazzo, as described below.
The
new
form of agreement is substantially similar to the Company’s previous form, but
has been modified in certain respects to take into consideration the deferred
compensation rules of Section 409A of the Internal Revenue Code of 1986, as
amended (including the proposed Treasury regulations under Section 409A that
allow limited extensions of option exercise periods following termination of
employment), and that the grantee may have a separate employment or change
in
control agreement with the Company or one of its subsidiaries (an “Employment
Agreement”). For instance, in the event of termination pursuant to an Employment
Agreement (a) by the Company or any of its subsidiaries other than for cause
(as
such term is defined in the agreement or in any Employment Agreement), death
or
permanent disability, or (b) by the grantee for good reason pursuant to an
Employment Agreement, the grantee’s stock option will vest in full and be
immediately exercisable as of the date of termination and the grantee will
have
the right (subject to the other terms and conditions of the agreement) to
exercise the stock option until the later of (1) December 31st
of the
calendar year in which a 180-day period expires after the date of termination,
and (2) two and half months after a 180-day period expires after the date of
termination. If the stock option is not exercised within this period, the stock
option will be cancelled. These provisions are in addition to, and
notwithstanding, the provisions in the previous form of agreement relating
to
vesting of the stock option in the event of termination of employment other
than
for cause, death or permanent disability or on a change in control (as
such
term is defined in the agreement).
The
new
form of agreement includes provisions relating to the exercisability of the
stock option following a change in control, and the definition of a change
in
control has been amended to raise the percentage ownership of an acquiring
party
to 50% or more (from 30%) of the outstanding shares of the Company’s common
stock or of the combined voting power of the then outstanding voting securities
of the Company in order to constitute a change in control.
The
above
description of the form of Nonqualified Stock Option Agreement for employees
and
executive officers is qualified in its entirety by reference to such form of
agreement, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 99.1, and is incorporated herein by reference.
Stock
Option Grant to Chief Executive Officer
As
previously announced, Alan W. Milinazzo, formerly the Chief Operating Officer
of
the Company, was promoted to President and Chief Executive Officer of the
Company effective April 1, 2006. He succeeded Charles W. Federico, who
remains
a
director of the Company and beginning in April 2007 will commence providing
consulting services to the Company pursuant to the terms of his employment
agreement.
In
connection with Mr. Milinazzo’s promotion, on April 11, 2006 the Compensation
Committee granted Mr. Milinazzo nonqualified stock options to purchase 100,000
shares of the Company’s common stock pursuant
to the LTIP at an exercise price of $39.94 per share, which exercise price
was
the closing quoted price of the Company’s common stock as reported on the Nasdaq
National Market on the date of grant. The stock options have a 10-year term
and
vest one-third on the first, second and third anniversaries of the date of
grant. Some or all of the stock options may vest earlier in the event of various
termination or change in control events described in the agreement. The grant
to
Mr. Milinazzo was made on the newly adopted form of Nonqualified Stock Option
Agreement for employees and executive officers discussed above. As result of
this one-time grant arising from Mr. Milinazzo’s transition to President and
Chief Executive Officer, the Company currently anticipates that Mr. Milinazzo
would not receive any annual grant of stock options in June 2006, which is
generally the time of the year in which the Compensation Committee considers
and
approves annual grants to the Company’s executive officers.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
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99.1
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Form
of Nonqualified Stock Option Agreement for Employees and Executive
Officers.
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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.
ORTHOFIX
INTERNATIONAL N.V.
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By: /s/
Thomas Hein
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Name:
Thomas Hein
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Title:
Chief Financial Officer
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Date:
April 17, 2006
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EXHIBIT
INDEX
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Form
of Nonqualified Stock Option Agreement for Employees and Executive
Officers.
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