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): September 28, 2011
NUVASIVE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50744 | 33-0768598 | ||
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification Number) |
7475 Lusk Boulevard, San Diego, California 92121
(Address of principal executive offices, with zip code)
(858) 909-1800
(Registrant’s telephone number, including area code)
n/a
(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 ( 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.
(a) On September 28, 2011, NuVasive, Inc’s. (the “Company”) stockholders approved a Certificate of Amendment to the Restated Certificate of Incorporation (the “Amended Certificate”) to amend the Amended Certificate to increase the authorized shares of common stock from 70,000,000 to 120,000,000.
This description of the Restated Certificate is qualified in its entirety by reference to the complete text of the Restated Certificate,
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 28, 2011, the Company held a Special Meeting of Stockholders (the “Special Meeting”) for the purpose of having its stockholders consider and vote upon each of the proposals set forth below. As of August 8, 2011, the record date of the Special Meeting, there were 39,894,251 shares of the Company’s common stock issued and outstanding. At the Special Meeting, a quorum of 36,712,471 shares of the Company’s common stock were represented in person or by proxy. The Company’s stockholders approved the two proposals listed below, which proposals are described in detail in the Company’s definitive proxy statement for the Special Meeting that was filed with the Securities and Exchange Commission (“SEC”) on August 15, 2011. The final votes on the proposals presented at the Special Meeting are as follows:
Proposal 1:
The amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 70,000,000 to 120,000,000 shares was approved by the following vote:
|
Votes
|
Votes
|
Abstentions |
||
|
34,406,056 |
2,282,055 | 24,360 |
Proposal 2:
The issuance of our common stock upon the conversion of our Series A participating preferred stock (Serices A participating preferred stock to be issued by us upon the potential exercise of warrants issued by us in connection with our recent sale of 2.75% Convertible Senior Notes due 2017), was approved, pursuant to NASDAQ Marketplace Rule 5635, by the following vote:
|
Votes
|
Votes
|
Abstentions |
||
|
32,305,056 |
1,556,310 | 16,249 |
-2-
Item 9.01 Financial Statements and Exhibits.
| (a) | Not applicable |
| (b) | Not applicable |
| (c) | Not applicable |
| (d) | Exhibits. |
|
Exhibit
|
Description |
|
| 3.1 | Certificate of Amendment to Restated Certificate of Incorporation |
-3-
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.
| NUVASIVE, INC. | ||||||||
| Date: September 28, 2011 | By: | /s/ A LEXIS V. L UKIANOV | ||||||
|
Alexis V. Lukianov Chairman and Chief Executive Officer |
||||||||
-4-
EXHIBIT INDEX
|
Exhibit
|
Description |
|
| 3.1 | Certificate of Amendment to Restated Certificate of Incorporation |
-5-
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE RESTATED
CERTIFICATE OF INCORPORATION
OF
NUVASIVE, INC.
NuVasive, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ Corporation ”), DOES HEREBY CERTIFY as follows:
1. The Corporation hereby amends Article IV, Section A of its Restated Certificate of Incorporation (the “ Certificate of Incorporation ”) and restates in its entirety to read as follows:
“(A) Authorized Number and Classes of Stock . This Corporation is authorized to issue two classes of stock, denominated Common stock and Preferred stock. The Common Stock shall have a par value of $.001 per share and the Preferred Stock shall have a par value of $.001 per share. The total number of shares of Common Stock which the Corporation is authorized to issue is one hundred twenty million (120,000,000), and the total number of shares of Preferred Stock which the Corporation is authorized to issue is five million (5,000,000).”
2. That the foregoing amendment of the Certificate of Incorporation has been duly approved by the Board of Directors of the Company in accordance with Sections 141 and 242 of the General Corporation Law of the State of Delaware.
3. That the foregoing amendment of the Certificate of Incorporation has been duly approved by the stockholders of the Company in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.
4. That the aforesaid amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
*****
IN WITNESS WHEREOF, this Certificate of Amendment has been executed on behalf of the Corporation by its Chief Executive Officer on this 28 day of September 2011.
| NuVasive, Inc. |
| /s/ Alexis V. Lukianov |
|
Alexis V. Lukianov, Chief Executive Officer |