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 13, 2016
RTI SURGICAL, 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) |
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:
| ☐ | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In a Current Report on Form 8-K filed by RTI Surgical, Inc. (the “Company”) on August 16, 2016, the Company disclosed that, on August 15, 2016, Brian K. Hutchison informed the Company’s Board of Directors (the “Board”) of his decision to retire from his positions with the Company and to step down as a Director. Prior to such retirement and stepping down as a Director, however, Mr. Hutchison was to continue to serve in his then-current capacities for a to-be-determined transition period.
On December 13, 2016, Mr. Hutchison and the Board mutually agreed to end the transition period and that he step down as a Director and retire as President and Chief Executive Officer, effective December 16, 2016. Mr. Hutchison’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
In connection with Mr. Hutchison’s departure, and subject to the terms of his Executive Transition Agreement, dated August 29, 2012 and filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 4, 2012 (the “Transition Agreement”), and his Executive Separation Agreement, dated August 15, 2016 and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 15, 2016 (the “Separation Agreement”), Mr. Hutchison will enter into the Release Agreement with the Company. Pursuant to the Release Agreement, Mr. Hutchison will, in consideration for the compensation to which he is entitled under the Transition Agreement and the Separation Agreement, enter into a release with the Company. The foregoing description of the Release Agreement is qualified in its entirety by reference to the full text of the form of Release Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Also on December 13, 2016, the Board appointed Robert P. Jordheim, the Company’s current Executive Vice President and Chief Financial Officer, to serve as the Company’s interim President and Chief Executive Officer, effective December 17, 2016, until such time as a permanent replacement President and Chief Executive Officer is appointed.
Mr. Jordheim joined RTI in June 2010 as Executive Vice President and Chief Financial Officer, and in that role, he oversaw all aspects of finance for the company. Mr. Jordheim has extensive corporate finance experience, including 17 years with Medtronic, Inc. Most recently, he served as Vice President, Finance and Business Development for Medtronic’s Spinal and Biologics business unit. Previously, he served as Vice President, Finance for Medtronic’s Surgical Technologies business unit. His tenure with Medtronic also included responsibilities in corporate development and international experience gained through a 5-year assignment in Europe. Prior to his tenure at Medtronic, Mr. Jordheim served as Manager of External Reporting at The Fairchild Corporation and as an auditor for Deloitte & Touche LLP. Mr. Jordheim earned a bachelor’s degree in business administration from Southern Methodist University and a master’s degree in business administration from the University of Pittsburgh with a concentration in finance.
Also on December 13, 2016, the Board appointed Johannes W. Louw, the Company’s current Vice President of Finance and Controller, to serve as the Company’s interim Chief Financial Officer, effective December 17, 2016, until such time as Mr. Jordheim resumes his duties as Chief Financial Officer.
Mr. Louw joined the RTI finance team in June 2003. Most recently, he served as Vice President of Finance and Corporate Controller. During his tenure with the Company, his responsibilities have included leading roles in the Company’s business development activities, financing and implementation and oversight of the Company’s internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002. Prior to his tenure at the Company, Mr. Louw served as an auditor for Deloitte & Touche LLP both domestically and internationally. Mr. Louw earned bachelor degrees in Commerce and Computer Science from the University of Cape Town and a master’s degree equivalent postgraduate diploma in accounting from the University of Cape Town. Mr. Louw is a Certified Public Accountant.
At this time, no determination has been made as to whether Mr. Jordheim or Mr. Louw will receive any grant or additional compensation in connection with their respective interim positions. Upon any such determination, an amendment to this Current Report on Form 8-K will be filed under the applicable rules.
Item 7.01. Regulation FD Disclosure.
On December 14, 2016, the Company issued a press release announcing the retirement of Mr. Hutchison, the appointment of Mr. Jordheim as the interim President and Chief Executive Officer, and the appointment of Mr. Louw as the interim Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information furnished pursuant to Item 7.01 of this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in the filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Form of Release Agreement. | |
| 99.1 | Press Release, dated December 14, 2016. | |
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 SURGICAL, INC. | ||||
| Date: December 19, 2016 | By: |
/s/ Robert P. Jordheim |
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| Name: | Robert P. Jordheim | |||
| Title: | Interim President and Interim Chief Executive Officer | |||
EXHIBIT INDEX
RTI Surgical, Inc.
Form 8-K Current Report
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Exhibit Number |
Description of Document |
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| 10.1 | Form of Release Agreement. | |
| 99.1 | Press Release, dated December 14, 2016. | |
Exhibit 10.1
RELEASE AGREEMENT
This Release Agreement (“Agreement”) is made as of December 31, 2016 by and between Brian K. Hutchison (“Executive”) and RTI Surgical, Inc. (the “Company”).
BACKGROUND
The Company and Executive previously entered into an Executive Transition Agreement, dated August 29, 2012 (the “Executive Transition Agreement” ), that (among other things) requires Executive to deliver a release in the form of this Agreement in order to receive and retain the consideration set forth in the Executive Transition Agreement.
The Company and Executive subsequently entered into an Executive Separation Agreement, dated August 15, 2016 (the “Executive Separation Agreement” ), that also requires Executive to deliver a release in the form of this Agreement in order to receive and retain the consideration set forth in the Executive Transition Agreement and the Executive Separation Agreement.
Accordingly, in consideration of the covenants and agreements in this Agreement, the Executive Transition Agreement, and the Executive Separation Agreement, the receipt and sufficiency of which are acknowledged, the Company and Executive agrees as follows:
TERMS
1. This will confirm that a Severance Event as described in Section 1(e) of Executive Transition Agreement between Executive and the Company, dated August 29, 2012 (the “Executive Transition Agreement”), has occurred. In accordance with Section 4 of the Executive Transition Agreement and Section 5 of the Executive Separation Agreement, Executive’s right to receive and retain certain severance payments and benefits under Section 3 of the Executive Transition Agreement, as well as Sections 3 and 4 of the Executive Separation Agreement, is conditioned upon the timely receipt by the Company of a general release by Executive in favor of the Company, its affiliates and their officers, directors and employees, which is no longer subject to revocation. Accordingly, in consideration of the severance payments and benefits under the Executive Transition Agreement and the Executive Separation Agreement and other good and valuable consideration, Executive for himself and for the executors and administrators of Executive’s estate, Executive’s heirs, successors and assigns, hereby releases and forever discharges the Company and its affiliates and each of its or their current and former officers, directors, employees and stockholders (the “Releasees”) from any and all claims, actions, causes of action, suits, sums of money, debts, dues, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, demands or damages of any nature whatsoever or by reason of any matter, cause or thing regardless of whether known or unknown at present, which against the Releasees Executive ever had, now has or may have arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the date of this Release (collectively defined herein as “Claims”). This Release includes, but is not limited to, all Claims Executive might have under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§2000e, et. seq. ; 42 U.S.C. §§1981, et. seq. ; the Americans with Disabilities Act, 29 U.S.C. §§2000e, et. seq. ; the Age Discrimination in Employment Act; the Older Workers Benefits Protection Act; the federal Family and Medical Leave Act; Section 451 et. seq. ; similar state laws, and any and all statutory and common law causes of action for defamation; slander; slander per se ; defamation per se ; false light; tortious interference with prospective business relationships; assault; sexual assault; battery; sexual harassment; sexual discrimination; hostile work environment; discrimination; retaliation; workers’ compensation; wrongful termination; intentional infliction of emotional distress; breach of a duty or obligation of any kind or description, including any implied covenant of good faith and fair dealing; and for breach of contract or any tort whatsoever, as well as any expenses or attorney’s fees associated with such Claims. The parties acknowledge that this Release does not either affect the rights and responsibilities of the Equal Employment Opportunity Commission to enforce the Age Discrimination in Employment Act, or justify interfering with the protected right of an employee to file a charge or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission under the Age Discrimination in Employment Act. In the event the Equal Employment Opportunity Commission commences a proceeding against the Company in which Executive is a named party, Executive agrees to waive and forego any monetary claims which may be alleged by the Equal Employment Opportunity Commission
to be owed to Executive. Notwithstanding the foregoing, nothing in the provisions of this Release shall act as a release by Executive of any Claims against the Company with respect to (i) any amounts or benefits to which Executive may be entitled under and in accordance with the terms of the Executive Transition Agreement or the Executive Separation Agreement, (ii) any right Executive may have to indemnification under the terms of the Executive Transition Agreement, the Executive Separation Agreement, or under the terms of any other applicable indemnification agreement, the organizational documents of the Company, the terms of any insurance policy, the terms of any Company indemnification policy, the terms of applicable law or otherwise, (iii) Executive’s rights under and in accordance with the terms of any employee benefit plan in which Executive participates, and (iii) any Claims arising with respect to acts, events or occurrences taking place after the date of this Release. For the purposes hereof, the term “Company” shall include any direct or indirect successor to the Company. Executive does not waive or release any claims which arise after the date Executive executes this Agreement.
2. Executive has been advised to consult with an attorney prior to executing this Agreement. By executing this Agreement, Executive acknowledges that (a) Executive has been provided with an opportunity to consult with an attorney or other advisor of Executive’s choice regarding the terms of this Agreement, (b) this is a final offer and Executive has been given 45 days in which to consider whether Executive wishes to enter into this Agreement, (c) Executive has elected to enter into this Agreement knowingly and voluntarily and (d) if Executive does so within fewer than 45 days from receipt of the final document Executive has knowingly and voluntarily waived the remaining time. This Agreement shall be fully effective and binding upon all parties hereto immediately upon execution of this Agreement except as to rights or claims arising under the ADEA, in which case Executive has 7 days following execution of this Agreement to change Executive’s mind.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
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Brian K. Hutchison |
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RTI SURGICAL, INC. |
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| By: |
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| Robert P. Jordheim, | ||
| Interim President and Interim Chief Executive Officer | ||
Exhibit 99.1
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FOR DISTRIBUTION AT 8:00 AM ET |
For more information, contact: | |
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DECEMBER 14, 2016 |
Wendy Crites Wacker, APR | |
| Vice President, Global Communications | ||
| wwacker@rtix.com | ||
| Phone (386) 418-8888 |
RTI SURGICAL ® NAMES ROBERT P. JORDHEIM INTERIM CEO
ALACHUA, Fla. (December 14, 2016) – RTI Surgical (RTI) (Nasdaq: RTIX), a global surgical implant company, today announced that Robert P. Jordheim, executive vice president and chief financial officer of RTI, has been named interim CEO. He succeeds Brian K. Hutchison, who informed the RTI board of directors last August of his decision to retire from his position as president and chief executive officer and step down from the company’s board of directors. The transition will be completed December 17, 2016.
Jordheim’s CFO responsibilities will be assumed on an interim basis by Wy Louw, vice president and controller of RTI. The RTI board of directors continues to actively review candidates for the permanent chief executive officer position.
About RTI Surgical Inc.
RTI Surgical is a leading global surgical implant company providing surgeons with safe biologic, metal and synthetic implants. Committed to delivering a higher standard, RTI’s implants are used in sports medicine, general surgery, spine, orthopedic, trauma and cardiothoracic procedures and are distributed in nearly 50 countries. RTI is headquartered in Alachua, Fla., and has four manufacturing facilities throughout the U.S. and Europe. RTI is accredited in the U.S. by the American Association of Tissue Banks and is a member of AdvaMed. For more information, please visit www.rtix.com .
Forward Looking Statement
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations, estimates and projections about our industry, our management’s beliefs and certain assumptions made by our management. Words such as
“anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to risks and uncertainties, including the risks described in public filings with the U.S. Securities and Exchange Commission (SEC). Our actual results may differ materially from the anticipated results reflected in these forward-looking statements. Copies of the company’s SEC filings may be obtained by contacting the company or the SEC or by visiting RTI’s website at www.rtix.com or the SEC’s website at www.sec.gov .
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