form8k.htm
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): August 28, 2008
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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(I.R.S.
Employer Identification Number)
|
|
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7
Abraham de Veerstraat
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|
|
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Curacao
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|
|
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Netherlands
Antilles
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N/A
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|
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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):
£ 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.
Oliver Burckhardt to Cease
Serving as President of Spine Division
On August
28, 2008, Orthofix International N.V. (the "Company") announced that it reached
agreement with Mr. Oliver Burckhardt on August 28, 2008 for him to cease serving
as President of the Company's Spine Division and President of Blackstone
Medical, Inc., a subsidiary of the Company, effective as of September 27,
2008. As of such date Mr. Burckhardt’s employment will cease and his
employment agreement will terminate, other than with respect to certain
post-termination covenants set forth in the agreement. Bradley R.
Mason, recently appointed as the Company’s Group President of North America,
will assume the roles of President of the Company's Spine Division and President
of Blackstone Medical, Inc. at that time in addition to his role as Group
President of North America.
As agreed
with Mr. Burckhardt, his departure will be treated as a termination without
Cause under the terms of his employment agreement, entitling him to a severance
payment totaling approximately $472,500 and other benefits, all as determined in
accordance with his employment agreement. Mr. Burckhardt will be required to
sign a release in order to receive payment of such amount and the other
benefits.
In
addition, on August 28, 2008, Mr. Burckhardt and Orthofix Inc., a subsidiary of
the Company, entered into a letter agreement pursuant to which, following Mr.
Burckhardt’s departure from the Company, he would (a) assist as a consultant to
Orthofix Inc. with respect to certain transition matters for a consultancy fee
of $25,000, payable no sooner than January 31, 2009, and (b) sell to the Company
72,300 of his stock options in exchange for payments totaling $125,000, which
amount would be paid in two installments on or about October 1, 2008 and January
31, 2009.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
of Document
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Press
Release, dated August 28, 2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, 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:
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/s/
Alan W. Milinazzo
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Name:
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Alan
W. Milinazzo
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Title:
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Chief
Executive Officer and President
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August
28, 2008