Attached files
file | filename |
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EX-3.2 - Xtant Medical Holdings, Inc. | v207953_ex3-2.htm |
EX-99.1 - Xtant Medical Holdings, Inc. | v207953_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): January 12, 2011
Bacterin
International Holdings, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
|
|
(State
or Other Jurisdiction of Incorporation)
|
|
333-158426
|
20-5313323
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
600
Cruiser Lane
Belgrade,
Montana
|
59714
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(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(406)
388-0480
|
|
(Registrant’s
Telephone Number, Including Area
Code)
|
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
5.03.
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
Effective
January 12, 2011, the Board of Directors of the Company amended and restated the
Company’s bylaws. The full text of the Company’s Amended and Restated
Bylaws is attached as Exhibit 3.2 to this Form 8-K and incorporated herein
by reference.
Item
7.01
|
Regulation
FD Disclosure.
|
A copy of a press release entitled
“Bacterin International Holdings Hires Biologics VP of Business
Development with Strong Orthopedics Background” 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
8.01.
|
Other
Events.
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Effective
January 12, 2011, the Board of Directors of the Company re-established the
Compensation Committee of the Board of Directors. Our Compensation
Committee now consists of Kent Swanson and Michael Lopach. Both
members of our Compensation Committee are independent directors.
The Board
also recently appointed Jon Wickwire to become the third member of our Audit
Committee. Our Audit Committee is comprised of the following
members: Michael Lopach (Chair), Kent Swanson and Jon
Wickwire. All of the members of our Audit Committee are independent
directors.
Item
9.01.
|
Financial Statements and
Exhibits.
|
(d) Exhibits.
Exhibit No
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|
Description
|
3.2
|
Amended
and Restated Bylaws of Bacterin International Holdings, Inc., as amended
and restated effective January 12, 2011
|
|
99.1
|
Press
Release of Bacterin International Holdings, Inc., dated January 11, 2011
entitled “Bacterin International Holdings Hires Biologics VP of Business
Development with Strong Orthopedics
Background”
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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.
Dated: January
12, 2011
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BACTERIN INTERNATIONAL
HOLDINGS, INC.
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By: /s/
Guy S. Cook
|
|
Name: Guy
S. Cook
|
|
Title: President
and Chief Executive Officer
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EXHIBIT
INDEX
3.2
|
Amended
and Restated Bylaws of Bacterin International Holdings, Inc., as amended
and restated effective January 12, 2011
|
99.1
|
Press
Release of Bacterin International Holdings, Inc., dated January 11, 2011
entitled “Bacterin International Holdings Hires Biologics VP of Business
Development with Strong Orthopedics
Background”
|