Attached files
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EX-99.1 - PRESS RELEASE - RTI SURGICAL, INC. | dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 20, 2010
RTI BIOLOGICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 0-31271 | 59-3466543 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
11621 Research Circle, Alachua, Florida | 32615 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (386) 418-8888
not applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
¨ | 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)) |
EXPLANATORY NOTE
We are filing this Amendment (Form 8K/A) to our Current Report on Form 8-K dated July 20, 2010, filed with the Securities and Exchange Commission (SEC) on July 22, 2010 (Form 8K), for the purposes of supplementing the information in Item 5.02 of the Form 8-K to include information regarding an option grant awarded to our newly elected director, Dean H. Bergy, and to clarify his compensation arrangements for serving as a director and as chairman of the audit committee. All other information contained in the Form 8-K, including the exhibit filed therewith, remains unchanged and is restated herein and refiled herewith.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Directors
On July 20, 2010, the board of directors of RTI Biologics, Inc. (the Company) elected Dean H. Bergy of Stryker Corporation as a new member of the board of directors. Mr. Bergy will serve as a Class II director and as chairman of the audit committee. In connection with the election of Mr. Bergy to the board of directors, on July 20, 2010, Mr. Bergy was awarded an option to purchase 25,000 shares of the Companys common stock with an exercise price equal to $2.81 vesting in full on the first anniversary of the date of grant under the Companys 2010 Equity Incentive Plan. Mr. Bergy will be compensated on the same terms as the Companys other non-employee directors, including an annual retainer of $25,000 (paid in quarterly installments), and will receive additional compensation of $15,000 for serving as chairman of the audit committee, as more fully described under Director Compensation in the Companys definitive proxy statement as filed with the SEC on March 19, 2010.
There is no understanding or arrangement between Mr. Bergy and any other person or persons with respect to his election as director and there are no family relationships between Mr. Bergy and any other director or executive officer or person nominated or chosen to become a director or executive officer. There have been no transactions, nor are there any currently proposed transactions, to which the Company was or is to be a party in which Mr. Bergy or any member of his immediate family had, or will have, a direct or indirect material interest.
For more information about Mr. Bergy, including a brief description of his business experience, reference is made to the Companys press release dated July 22, 2010, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 | Press Release issued by the Company dated July 22, 2010. |
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.
RTI BIOLOGICS, INC. | ||||
Date: July 23, 2010 | By: | /s/ Robert P. Jordheim | ||
Name: | Robert P. Jordheim | |||
Title: | Executive Vice President and Chief Financial Officer |