Alphatec Holdings, Inc 8-K, filed Jul 26, 2021
Alphatec Holdings, Inc. (ATEC)
About this 8-K
Alphatec Holdings, Inc filed this 8-K on July 26, 2021, reporting on events of July 20, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Donald A. Williams
On July 20, 2021, the Company received written notice from Donald A. Williams of his resignation from the Board of Directors of the Company (the “Board”), effective August 11, 2021. Mr. Williams also serves as, and will also resign from, his position as Chairman of the Company’s Audit Committee and as a member of its Finance Committee. Mr. Williams’s resignations are not related to any disagreement with the Company or due to any matter relating to the Company’s operations, policies or practices, including accounting principles and practices. In connection with his departure from the Company’s Board, Mr. Williams and the Company entered into a Vesting Acceleration Agreement (the “Vesting Agreement”). Pursuant to the Vesting Agreement, as of August 11, 2021, Mr. William’s Annual Board Grant (as defined below), which was granted on June 16, 2021, shall become fully vested and exercisable. This summary of the Vesting Agreement is qualified in its entirety by reference to the full text of the Vesting Agreement, which is filed hereto as Exhibit 10.1.
Appointment of Beth Altman
On July 22, 2021, the Board appointed Beth Altman to fill the vacancy created by Mr. Williams’s resignation to serve as a director of the Company and as Chair of the Company’s Audit Committee for a term commencing on August 12, 2021 and expiring at the Annual Meeting of Stockholders of the Company in 2022 and until her successor is duly elected and qualifies, unless she sooner dies, retires or resigns. The Board has determined that Ms. Altman satisfies the current “independent director” standards established by the rules of The Nasdaq Stock Market.
Ms. Altman will receive annual compensation in accordance with the Company’s standard remuneration for its non-employee directors, which provides that non-employee directors receive a one-time, time-based restricted stock unit (“RSU”) award granted upon election or appointment to the Board, with a grant value of $300,000, as determined by the volume weighted average trading price (“VWAP”) of the Company’s stock for the 30-trading day period prior to date of election or appointment (the “Initial Board Grant”). The Initial Board Grant vests in three equal installments on each of the first three anniversaries of the grant date, conditioned upon continued Board service. Additionally, non-employee directors receive an annual RSU award for service on the Board with a grant value of $150,000 (the “Annual Board Grant”). For continuing (incumbent) non-employee directors, the Annual Board Grant is granted as of the date of the annual meeting of stockholders, based upon the VWAP of the Company’s stock for the 30-trading day period prior to the grant date. For newly elected or newly appointed, non-employee directors, the Annual Board Grant is granted upon election or appointment to the Board, with a grant value, as determined by the 30-trading day VWAP prior to date of election or appointment, pro-rated by the number of days from the date of the prior annual meeting of stockholders to the date of the grant, divided by 365. The Annual Board Grant vests on the earlier of (a) the next annual meeting of stockholders and (b) the death or resignation of the director. In the event of death or resignation of the director, the Annual Board Grant vests pro-rated based on the number of actual days served by the director from the time of the grant to such death or resignation, divided by 365. Additionally, non-employee directors receive an annual cash retainer as follows: (i) $45,000 to each non-employee director that serves as a member of the Board ($70,000 for Chair or Lead Director of the Board) and (ii) $9,500 ($20,000 for Chair), $9,500 ($20,000 for Chair), $6,000 ($15,000 for Chair) and $5,000 ($10,000 for Chair) to each non-employee director that serves as a member of the Audit Committee, Finance Committee, Compensation Committee, and/or Nominating and Corporate Governance Committee, respectively. Cash retainers are paid quarterly in equal installments, pro-rated based on the number of actual days served by the director during the applicable quarter.
In addition, it is anticipated that Ms. Altman will enter into the Company’s standard form of indemnification agreement for non-employee directors, a copy of which is attached as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the Securities and Exchange Commission on May 5, 2009, and incorporated herein by reference.
There are no other arrangements or understandings between Ms. Altman and any other person pursuant to which she was selected to serve on the Board. There are no family relationships between Ms. Altman and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01Regulation FD Disclosure
On July 26, 2021, the Company issued a press release announcing the appointed of Ms. Altman to the Board. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K.
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Item 9.01 |
Financial Statements and Exhibits |
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Exhibits |
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10.1 |
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99.1 |
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Press Release of Alphatec Holdings, Inc., dated July 26, 2021 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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Date: July 26, 2021 |
ALPHATEC HOLDINGS, INC. |
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By: |
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/s/ J. Todd Koning |
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Name: |
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J. Todd Koning |
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Its: |
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Chief Financial Officer |
Exhibit 10.1
VESTING ACCELERATION AGREEMENT
THIS VESTING ACCELERATION AGREEMENT (this “Agreement”), dated as of July 22, 2021 (the “Effective Date”), is entered into by and between Alphatec Holdings, Inc. (the “Company”), and Donald A. Williams (“Director”).
WHEREAS, the Company and Director currently are parties to certain agreements related to the Company’s equity, including those certain 10,221 restricted stock units granted to Director on June 16, 2021, representing a contingent right to receive one share of the Company’s common stock for each restricted stock unit subject to certain vesting prerequisites (the “June 2021 Grant”); and
WHEREAS, the Company has agreed to modify the June 2021 Grant as set forth in this Agreement following the departure of the Director from the Company’s Board of Directors on August 11, 2021 (the “Departure Date”).
NOW THEREFORE, for consideration duly given, the undersigned agree to the following:
1.Accelerated Vesting of Equity Agreements. The June 2021 Grant shall become fully vested on the Departure Date.
2.Miscellaneous.
a.Effect on Existing Equity Agreements. This Agreement shall supersede any equity agreement with respect to the subject matter hereof. All equity agreements between the Company and Director, including as related to the June 2021 Grant, shall otherwise remain in full force and effect with respect to any subject matter not covered by this Agreement.
b.Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
c.Amendment; Waiver; Survival. No provisions of this Agreement may be amended, modified, or waived unless agreed to in writing and signed by Director and by a duly authorized officer of the Company. No waiver by either party of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
d.Governing Law and Venue. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to its conflicts of law principles. The sole and exclusive venue for any actions filed with a court shall be the state or Federal courts located in San Diego County, California.
e.Validity. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.
f.Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.
g.Entire Agreement. This Agreement sets forth the final and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by the Company and Director, or any representative of the Company or Director, with respect to the subject matter hereof.
The undersigned do hereby agree to be bound by the terms and conditions of this Agreement.
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ALPHATEC HOLDINGS, INC. |
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DONALD A. WILLIAMS |
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By: |
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/s/ Patrick S. Miles |
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By: |
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/s/ Donald A. Williams |
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Name: |
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Patrick S. Miles |
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Name: |
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Donald A. Williams |
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CEO & Chairman |
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Exhibit 99.1
ATEC Appoints Beth Altman to Board of Directors
CARLSBAD, Calif., July 26, 2021 – Alphatec Holdings, Inc. (Nasdaq: ATEC), a provider of innovative solutions dedicated to revolutionizing the approach to spine surgery, announced today that Beth Altman, former Managing Partner at KPMG LLP San Diego, has been appointed as an independent director to the ATEC Board of Directors ("Board") and as Chair of the Audit Committee of the Board, with both appointments to be effective as of August 12, 2021. The Company also announced the resignation of Donald A. Williams as an independent director and as Chair of the Audit Committee of the Board and member of its Finance Committee, with such resignations effective as of August 11, 2021.
An audit partner for over 26 years with KPMG US, and the former Managing Partner of the firm's 300-person San Diego office, Altman brings a wealth of life science, consumer markets and technology sector expertise and served as lead partner for many multinational public clients. Altman also serves on the board of Allscripts and CV Sciences and was previously on the board of the Corporate Directors Forum, a 501 (c)(6) nonprofit organization focused on helping Directors build more effective boards through continuous learning and peer networking.
“We are thrilled to welcome Beth to the ATEC Board,” said Pat Miles, Chairman and Chief Executive Officer. “Her breadth of business, accounting and finance insight and her passion for life science technologies will be essential as ATEC continues its evolution into a dominant spine company. We would also like to thank Don, one of ATEC’s longest-standing Board members, for his guidance and support throughout our ongoing business transformation.”
About ATEC
ATEC, through its wholly owned subsidiaries, Alphatec Spine, Inc., EOS imaging S.A. and SafeOp Surgical, Inc., is a medical device company dedicated to revolutionizing the approach to spine surgery through clinical distinction. ATEC’s Organic Innovation MachineTM is focused on developing new approaches that integrate seamlessly with the Company’s expanding AlphaInformatiX Platform to better inform surgery and more safely and reproducibly achieve the goals of spine surgery. ATEC’s vision is to become the Standard Bearer in Spine. For more information, visit us at www.atecspine.com.
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and the Company cautions investors that there can be no assurance that actual results will not differ materially from those projected or suggested in such statements. Forward-looking statements include, but are not limited to, references to the Company’s future growth and expansion. Important factors that could cause actual results to differ from those expressed or implied by such statements can be found in the Company's most recent annual report, and any subsequent quarterly and current reports, filed with the Securities and Exchange Commission. ATEC 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.
Investor/Media Contact:
Tina Jacobsen, CFA
Investor Relations
(760) 494-6790
investorrelations@atecspine.com
Company Contact:
J. Todd Koning
Chief Financial Officer
Alphatec Holdings, Inc.
investorrelations@atecspine.com