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) December 3, 2015
RTI SURGICAL, INC
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(Exact Name of registrant as specified in its charter)
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Delaware
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0-31271
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59-3466543
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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11621 Research Circle, Alachua, Florida
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32615
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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: (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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
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(e)
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Compensatory Arrangements of Certain Officers
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On August 29, 2012, RTI Surgical, Inc. (the
“Company”) entered into an Executive Transition Agreement (each, an “Agreement”) with Brian K. Hutchinson, Robert P. Jordheim, Roger W. Rose, and Caroline A. Hartill (collectively, the “Executive
officers”). Each Agreement had an initial term of three years and was subsequently extended on August 28, 2015, until December 31, 2015. (See the Current Reports on Form 8-K filed with the Securities and Exchange commission on
September 4, 2012 and August 28, 2015, for a summary of the other terms of the Agreements and information concerning the previous extension.)
On December 3, 2015, the Company and each Executive Officer extended the term of his or her Agreement. The expiration date for each of these Agreements
is now December 31, 2018.
Item 9.01. Financial Statements and Exhibits.
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10.1
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Extension Letter with Brian K. Hutchinson
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10.2
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Extension Letter with Robert P. Jordheim
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10.3
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Extension Letter with Roger W. Rose
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10.4
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Extension Letter with Caroline A. Hartill
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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.
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RTI SURGICAL, INC.
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Date: December 4, 2015
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By:
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/s/ Robert P. Jordheim
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Name:
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Robert P. Jordheim
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Title:
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
RTI Surgical, Inc.
Form 8-K
Current Report
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Exhibit
Number
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Description of Document
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10.1
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Extension Letter with Brian K. Hutchison
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10.2
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Extension Letter with Robert P. Jordheim
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10.3
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Extension Letter with Roger W. Rose
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10.4
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Extension Letter with Caroline A. Hartill
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Exhibit 10.1
December 3, 2015
Mr. Brian K. Hutchison
President & Chief
Executive Officer
RTI Surgical, Inc.
11621 Research Circle
Alachua FL 32615
Dear Mr. Hutchison:
Your Executive Transition Agreement with RTI Surgical, Inc., dated August 29, 2012, is about to expire. This letter will memorialize our agreement that
your Executive Transition Agreement is hereby extended through December 31, 2018, and its terms and conditions shall otherwise be unchanged. If the above reflects your understanding, please execute a copy of this letter in the place indicated
below and return it to me.
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Very truly yours,
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RTI SURGICAL, INC.
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By:
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/s/ Thomas F. Rose
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Thomas F. Rose
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Corporate Secretary
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Agreed by:
/s/ Brian
K. Hutchison
Brian K. Hutchison
President &
Chief Executive Officer
Exhibit 10.2
December 3, 2015
Mr. Robert P. Jordheim
Executive Vice
President & Chief Financial Officer
RTI Surgical, Inc.
11621 Research Circle
Alachua FL 32615
Dear Mr. Jordheim:
Your Executive Transition Agreement
with RTI Surgical, Inc., dated August 29, 2012, is about to expire. This letter will memorialize our agreement that your Executive Transition Agreement is hereby extended through December 31, 2018, and its terms and conditions shall
otherwise be unchanged. If the above reflects your understanding, please execute a copy of this letter in the place indicated below and return it to me.
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Very truly yours,
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RTI SURGICAL, INC.
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By:
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/s/ Brian K. Hutchison
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Brian K. Hutchison
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President and Chief Executive Officer
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Agreed by:
/s/ Robert
P. Jordheim
Robert P. Jordheim
Executive Vice
President & Chief Financial Officer
Exhibit 10.3
December 3, 2015
Mr. Roger W. Rose
President RTI Donor Services
Executive Vice President, Tissue-Based Implants
RTI Surgical,
Inc.
11621 Research Circle
Alachua FL 32615
Dear Mr. Rose:
Your Executive Transition Agreement with
RTI Surgical, Inc., dated August 29, 2012, is about to expire. This letter will memorialize our agreement that your Executive Transition Agreement is hereby extended through December 31, 2018, and its terms and conditions shall otherwise
be unchanged. If the above reflects your understanding, please execute a copy of this letter in the place indicated below and return it to me.
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Very truly yours,
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RTI SURGICAL, INC.
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By:
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/s/ Brian K. Hutchison
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Brian K. Hutchison
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President and Chief Executive Officer
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Agreed by:
/s/
Roger
W. Rose
Roger W. Rose
President RTI Donor Services
Executive Vice President, Tissue-Based
Implants
Exhibit 10.4
December 3, 2015
Ms. Caroline A. Hartill
Executive Vice
President & Chief Scientific Officer
RTI Surgical, Inc.
11621 Research Circle
Alachua FL 32615
Dear Ms. Hartill:
Your Executive Transition Agreement with
RTI Surgical, Inc., dated August 29, 2012, is about to expire. This letter will memorialize our agreement that the Executive Transition Agreement is hereby extended through December 31, 2018, and its terms and conditions shall otherwise be
unchanged. If the above reflects your understanding, please execute a copy of this letter in the place indicated below and return it to me.
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Very truly yours,
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RTI SURGICAL, INC.
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By:
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/s/ Brian K. Hutchison
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Brian K. Hutchison
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President and Chief Executive Officer
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Agreed by:
/s/
Caroline A. Hartill
Caroline A. Hartill
Executive
Vice President & Chief Scientific Officer