Attached files
| file | filename |
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| EX-99.1 - EX-99.1 - Xtant Medical Holdings, Inc. | v199633_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 15,
2010
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Bacterin International Holdings,
Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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(State
or Other Jurisdiction of
Incorporation)
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333-158426
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20-5313323
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(Commission
File Number)
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(IRS
Employer Identification No.)
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600 Cruiser Lane
Belgrade,
Montana
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59714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(406) 388-0480
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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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))
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ITEM 5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
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Resignation
of Directors
Messrs.
Ken Calligar, Daniel Frank and Gary Simon have resigned from their positions as
members of the Board of Directors of Bacterin International Holdings, Inc. (the
“Company”). Ken Calligar and Daniel Frank resigned on October 15,
2010 and Gary Simon resigned on October 19, 2010.
Appointment
of Directors
Effective
as of October 21, 2010, the remaining members of the Company’s Board of
Directors elected Michael Lopach and Jon Wickwire to fill two of the vacancies
on the Company’s Board.
Mr.
Lopach is a certified public accountant with over 30 years of accounting
experience. Mr. Lopach spent 27 years of his career with Galusha,
Higgens, Galusha & Co., the largest privately held accounting firm in
Montana and northern Idaho, where he served as president and CEO. In
1999, Mr. Lopach founded Lopach & Carparelli PC, an accounting firm that
focuses on medical practitioners. Mr. Lopach received his MBA from
the University of Notre Dame. Mr. Lopach will serve as chairman of
the Board’s Audit Committee.
Mr.
Wickwire is an attorney and founding shareholder of Wickwire Gavin, P.C., a
national construction law firm which merged with Akerman Senterfitt, one of the
top 100 law firms in the United States. Mr. Wickwire served as lead
counsel on major infrastructure litigation and alternative dispute resolutions,
both domestically and internationally, throughout his 35 year career, and was
the founding fellow of the American College of Construction
Lawyers. Mr. Wickwire also served as the founding chairman of the
College of Scheduling, an organization dedicated to advancing the techniques,
practice and profession of project scheduling, and has authored several books
and articles on construction and public contract law, including Construction Management: Law and Practice
and The Construction Subcontracting
Manual: Practice Guide with Forms. Mr. Wickwire is
a graduate of the University of Maryland and Georgetown University Law
Center. Mr. Wickwire has been a shareholder of the Company for
approximately 5 years and has participated is several rounds of
financing. Mr. Wickwire will serve as chairman of the Corporate
Governance and Nominating Committees.
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Item 7.01
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Regulation
FD Disclosure.
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A copy of
the press release announcing the matters described in Item 5.02 above is
attached as Exhibit 99.1 and incorporated herein. The information in
this Item 7.01 and the document attached as Exhibit 99.1 are being furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), nor otherwise subject to
the liabilities of that section, nor incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No
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Description
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99.1
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Press
Release of Bacterin International Holdings, Inc., dated October 21, 2010
entitled “Bacterin International Reconstitutes its Board of Directors and
Appoints Experienced Legal and Financial
Professionals”
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SIGNATURE
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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Dated: October
21, 2010
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BACTERIN INTERNATIONAL
HOLDINGS, INC.
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By: /s/
Guy S. Cook
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Name: Guy
S. Cook
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Title: President
and Chief Executive Officer
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