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): April 7, 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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_______________
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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):
£ 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.
Appointment of Thomas Hein
as Chief Financial Officer; Employment Agreement with Thomas
Hein
On
Monday, April 7, 2008, the Board of Directors ("Board") of Orthofix
International N.V. (the "Company") appointed Thomas Hein as Chief Financial
Officer ("CFO") of the Company. Mr. Hein served as the Company's CFO
for eight years until November 2007, and since that time has served the Company
as Executive Vice President of Finance. In connection with his appointment
as CFO, Mr. Hein was also appointed Treasurer and Assistant Secretary of the
Company. Effective April 11, 2008 and in conjunction with Mr. Hein's
appointment as CFO, Orthofix Inc. entered into an employment agreement with Mr.
Hein (the "Employment Agreement") that supersedes in all respects his Amended
and Restated Employment Agreement dated December 7, 2007 and the related Letter
Agreement dated December 6, 2007 (together, the "Prior
Agreements"). The Employment Agreement memorializes the understanding
between Mr. Hein and the Company as to the rights held by Mr. Hein in
conjunction with his transition to CFO and incorporates certain amounts which
the Company was previously obligated to pay Mr. Hein under the Prior Agreements
under certain conditions. Mr. Hein will be an at-will employee and,
in the event of any termination of his employment, he would not be entitled to
any sums or other payments or benefits, other than as specifically provided in
the Employment Agreement.
In order
to induce Mr. Hein to serve as CFO and in exchange for the termination of the
Prior Agreements, Mr. Hein's current salary has been raised to $350,000 per
year, he will continue to participate in the Company's Annual Incentive Program
("AIP") and he has been granted 50,000 stock options, which will vest in
one-third increments beginning on the first anniversary of the date of
grant. The stock options become fully vested and exercisable in the
event of Mr. Hein's death or if the Company terminates his employment for any
reason other than Cause (as defined in the Employment Agreement), but not if Mr.
Hein voluntarily terminates his employment. The stock options were
granted under the Company's Amended and Restated 2004 Long Term Incentive Plan
and will be subject to the terms and conditions of Mr. Hein's stock option
agreement dated April 11, 2008.The exercise price of the stock options will be
the closing price of the Company's stock on the date hereof. As
provided for under the Prior Agreements, Mr. Hein will remain entitled to the
Retention Bonus (as defined in the Prior Agreements) of $150,000.00 on July 15,
2008 (other than in the event of a termination for Cause or a voluntary
termination of his employment by Mr. Hein prior to that
date). Further, Mr. Hein has agreed that the Good Reason Payment (as
defined in the Prior Agreements) of $407,726 originally payable to him
on or about July 15, 2008 would be paid to him on January 1,
2009. Mr. Hein will be eligible for benefits generally available to
senior executives of the Company, and in the event of his termination by the
Company other than for Cause, will be provided with benefits for him and his
spouse under the Company's employee welfare benefit plans until his 65th
birthday.
Amendment to Annual
Incentive Program
On
Monday, April 7, 2008, the Compensation Committee (the "Committee") of the Board
approved modifications for 2008 to certain aspects of the AIP, including certain
performance goal components and the percentage weightings attributable
thereto. The AIP is the Company's primary annual incentive program
through which it awards annual cash bonuses to executives.
In
accordance with the modified AIP, if 100% of the target performance goals for
Alan W. Milinazzo, the Company's Chief Executive Officer, are met, a bonus of
75% of his annual base salary can be earned; if 150% of his target performance
goals are met, a bonus of 112.5% of his annual base salary can be
earned. If 100% of the target performance goals are met for Mr. Hein,
Bradley R. Mason, Vice President of the Company and President of Breg, Inc., a
subsidiary of the Company, Oliver Burckhardt, President of the Company's Spine
Division, Michael M. Finegan, Vice President of Corporate Development of the
Company, and Raymond C. Kolls, the Company's Vice President, General Counsel and
Corporate Secretary, respectively, a bonus of 50% of each person's annual base
salary can be earned by such person; if 150% of each such person's target
performance goals are met, a bonus of 75% of his annual base salary can be
earned by such person.
A summary
of the modified AIP is attached hereto as Exhibit 10.1 and is hereby
incorporated by reference.
Item
9.01 Financial Statements and Exhibits.
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Summary
of Orthofix International N.V. Annual Incentive
Program.
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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/ Raymond C. Kolls
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Name:
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Raymond
C. Kolls
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Title:
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Senior
Vice President, General Counsel and Corporate Secretary
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April 11,
2008