Alphatec Holdings, Inc 8-K, filed Oct 17, 2023
Alphatec Holdings, Inc. (ATEC)
About this 8-K
Alphatec Holdings, Inc filed this 8-K on October 17, 2023, reporting on events of October 16, 2023.
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Dave Demski
On October 16, 2023, the Board of Directors of Alphatec Holdings Inc. (the "Board") appointed Dave Demski to serve as a director of Alphatec Holdings, Inc. (the "Company") for a term commencing on October 17, 2023 and expiring at the Annual Meeting of Stockholders of the Company in 2024 and until his successor is duly elected and qualifies, unless he sooner dies, retires or resigns. The Board has determined that Mr. Demski satisfies the current “independent director” standards established by the rules of The Nasdaq Stock Market.
Mr. Demski 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), $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, 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 Mr. Demski 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 Mr. Demski and any other person pursuant to which he was selected to serve on the Board. There are no family relationships between Mr. Demski and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On October 17, 2023, the Company issued a press release announcing the appointment of Mr. Demski 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 |
Press Release of Alphatec Holdings, Inc., dated October 17, 2023 |
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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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Alphatec Holdings, Inc. |
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Date: |
October 17, 2023 |
By: |
/s/ J. Todd Koning |
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J. Todd Koning |
ATEC Enhances Board with Renowned Spine Prowess
Dave Demski appointed to Board of Directors
Keith Valentine appointed Special Advisor to Board of Directors
CARLSBAD, Calif., October 17, 2023 – Alphatec Holdings, Inc. (Nasdaq: ATEC), a provider of innovative solutions dedicated to revolutionizing the approach to spine surgery, announced today that Dave Demski, former director and Chief Executive Officer of Globus Medical, has been appointed as an independent director to the Board. The Company also announced that Keith Valentine, former Chief Executive Officer of Orthofix, has been appointed Special Advisor to the Board.
With over 20 years of experience in spine, Demski served most recently on the Globus Medical Board of Directors from 2003 to 2022. He served as Globus Medical’s Chief Executive Officer from 2017 to 2022, and as President from 2019 to 2022, following roles that included Chief Financial Officer and President, Emerging Technologies.
Valentine boasts over 30 years of experience in spine. Following its merger with SeaSpine in 2023, he was appointed President and Chief Executive Officer of Orthofix, a position he held until recently. Prior to the merger, Valentine served as Chief Executive Officer and President of SeaSpine beginning in 2015. Prior to joining SeaSpine, Keith served as NuVasive’s President and Chief Operating Officer following roles as President and in various senior executive capacities of increasing responsibility in marketing, development and operations.
“A defining element of the ATEC turnaround has been our willingness to act boldly when a door of opportunity opens," said Pat Miles, Chairman and CEO. "While conglomerateurs and capitulants continue to form awkward alliances, ATEC has emerged as the most clinically focused spine-only company. Our success is due to our relentless pursuit to improve spine care, and certainty that people and know-how will always differentiate ATEC. Dave and Keith bring with them a combined 50 years' experience leading some of spine’s most successful organizations. I admired Dave's accomplishments from a distance as he ran Globus over the years. As I have come to know him better, I have no question that the addition of his influence will make us a better company.”
"I want to address one matter, clearly and directly," added Miles. "We are aware of the recent negative commentary directed at Keith by his former employer. Years ago, I too was the target of a very public assault. During that time, I was blessed to be supported by friends who knew me best, and who rejected the accusations of strangers. I have known Keith for 30 years -- I know his imperfections, but I also know his heart. He is beloved by many in our industry and his impact on spine care over the years is undeniable. Keith has made it clear he is ready to devote his considerable energy to making ATEC better, and I am thrilled to have him join our effort."
About ATEC
ATEC, through its wholly owned subsidiaries, Alphatec Spine, Inc., EOS imaging S.A.S. 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 be 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 are subject to a number of risks and uncertainties. A list and description of such risks and uncertainties 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.
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