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): May 17, 2018
ALPHATEC HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-52024 | 20-2463898 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
5818 El Camino Real
Carlsbad, California 92008
(Address of Principal Executive Offices)
(760) 431-9286
(Registrant’s telephone number, including area code)
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 240.14.a-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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 17, 2018, Alphatec Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Mr. R. Ian Molson was not nominated for re-election at the Annual Meeting and, therefore, Mr. Molson’s term as a member of the Company’s Board of Directors (“Board”) expired following the Annual Meeting. In connection with his departure from the Company’s Board, Mr. Molson and the Company entered into a Vesting Acceleration Agreement (the “Vesting Agreement”). Pursuant to the Vesting Agreement, as of May 17, 2018, all outstanding options to purchase the Company’s common stock and any restricted common stock held by Mr. Molson as of May 17, 2018, became vested and exercisable. In addition, the term during which Mr. Molson may exercise any stock option was extended until the earlier of: (i) May 17, 2020 (or the following business day if such day is not a business day of the Company), or (ii) the expiration date that would apply to such stock option. The foregoing summary of the Vesting Agreement is qualified in its entirety by reference to the full text of the Vesting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
As described in Item 5.07 below, at the Company’s Annual Meeting, the stockholders of the Company approved an amendment of the Company’s 2016 Equity Incentive Award Plan (the “Amended Plan”). The Amended Plan (1) modifies the Company’s original 2016 Equity Incentive Award Plan to increase the shares available for grant under the Amended Plan by 3,000,000, and (2) corrects a typographical error contained in the original 2016 Equity Incentive Award Plan. The foregoing summary of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On May 17, 2018, the Company held its Annual Meeting. The Company’s filed its definitive proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (the “SEC”) on April 25, 2018. The proxy statement describes in detail each of the five proposed voting matters (the “Proposals”) submitted to the Company’s stockholders at the Annual Meeting. As of March 23, 2018, the record date of the Annual Meeting, there were 25,548,990 outstanding shares of the Company’s common stock. At the Annual Meeting, a quorum of 16,591,559 shares of the Company’s common stock were represented in person or by proxy. The final results for the votes cast with respect to each Proposal are set forth below.
Proposal 1
The stockholders elected each of Evan Bakst, Mortimer Berkowitz III, Quentin Blackford, Jason Hochberg, Patrick S. Miles, David H. Mowry, Terry M. Rich, Jeffrey P. Rydin, James L.L. Tullis, Donald A. Williams and Ward W. Woods to serve on the Company’s Board for a term of one year until the 2019 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until their earlier death or resignation, by the following vote:
|
Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
|
Evan Bakst |
16,558,905 | 32,654 | 0 | |||||||||
|
Mortimer Berkowitz III |
16,355,778 | 235,781 | 0 | |||||||||
|
Quentin Blackford |
16,510,261 | 81,298 | 0 | |||||||||
|
Jason Hochberg |
16,516,647 | 74,912 | 0 | |||||||||
|
Patrick S. Miles |
16,422,813 | 168,746 | 0 | |||||||||
|
David H. Mowry |
16,515,384 | 76,175 | 0 | |||||||||
|
Terry M. Rich |
16,379,979 | 211,580 | 0 | |||||||||
|
Jeffrey P. Rydin |
15,969,564 | 621,995 | 0 | |||||||||
|
James L.L. Tullis |
16,439,027 | 152,532 | 0 | |||||||||
|
Donald A. Williams |
16,519,509 | 72,050 | 0 | |||||||||
|
Ward W. Woods |
16,308,887 | 282,682 | 0 | |||||||||
Proposal 2
The stockholders ratified the selection of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for our fiscal year ending December 31, 2018 by the following vote:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
|
16,573,809 |
6,531 | 11,219 | 0 |
Proposal 3
The stockholders approved the amendment of the Company’s 2016 Equity Incentive Plan by the following vote:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
|
16,051,132 |
398,108 | 142,319 | 0 |
Proposal 4
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executed officers by the following vote:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
|
15,801,003 |
649,068 | 141,488 | 0 |
Proposal 5
The stockholders approved the issuance of shares of common stock (or securities convertible into or exercisable for common stock): (a) representing more than 19.99% of the outstanding common stock or voting power of the company; (b) to insiders at less than market prices; and (c) that could result in a Nasdaq Stock Market change of control by the following vote:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
|
16,404,028 |
38,029 | 149,502 | 0 |
No other items were presented for stockholder approval at the Annual Meeting.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits . |
| 10.1 | Vesting Acceleration Agreement between Alphatec Holdings, Inc. and R. Ian Molson, dated May 17, 2018. | |
| 10.2 | First Amendment to the Alphatec Holdings, Inc. 2016 Equity Incentive Plan. | |
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.
| Date: May 18, 2018 | ALPHATEC HOLDINGS, INC. | |||||
| By: |
/s/ Jeffrey Black |
|||||
| Name: | Jeffrey Black | |||||
| Its: | Chief Financial Officer | |||||
Exhibit 10.1
VESTING ACCELERATION AGREEMENT
THIS VESTING ACCELERATION AGREEMENT (this “ Agreement ”), dated as of May 17, 2018 (the “ Effective Date ”), is entered into by and between Alphatec Holdings, Inc. (the “ Company ”), and R. Ian Molson (“ Director ”).
WHEREAS, the Company and Director currently are parties to several agreements related to the Company’s equity that are listed on Exhibit A (the “ Equity Agreements ”); and
WHEREAS, the Company has agreed to modify the Equity Agreements as set forth in this Agreement following the departure of the Director from the Company’s Board of Directors.
NOW THEREFORE, for consideration duly given, the undersigned agree to the following:
1. Accelerated Vesting of Equity Agreements . As of May 17, 2018 (the “ Departure Date ”), all outstanding options to purchase Company common stock and any restricted stock (each separate award is an “ Equity Interest ”) held by Director as of the Effective Date shall become vested and exercisable on the Departure Date.
2. Extension of Exercise Term . The term during which Director may exercise any Equity Interest consisting of a stock option or other exercisable Equity Interest shall be extended until the earlier of: (i) May 17, 2020 (or the following business day if such day is not a business day of the Company), or (ii) the expiration date that would apply to such stock option or other exercisable Equity Interest.
3. Miscellaneous .
a. Effect on Existing Equity Agreements . This Agreement shall supersede the Equity Agreements with respect to the subject matter hereof. The Equity Agreements shall otherwise remain in full force and effect with respect to any subject matter not covered by this Agreement.
b. Successors . This Agreement is personal to Director and, without the prior written consent of the Company, shall not be assignable by Director. Notwithstanding the foregoing, in the event of the Director’s death following the Departure Date, this Agreement shall remain in full force and effect and the personal representative of the Director’s estate shall be entitled to exercise any Equity Interest consisting of a stock option or other exercisable Equity Interest in accordance with Section 2 of this Agreement. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
c. Amendment; Waiver; Survival . No provisions of this Agreement may be amended, modified, or waived unless agreed to in writing and signed by Director and by a duly authorized officer of the Company. No waiver by either party of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
d. Governing Law and Venue . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without
regard to its conflicts of law principles. The sole and exclusive venue for any actions filed with a court shall be the state or Federal courts located in San Diego County, California.
e. Validity . The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.
f. Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.
g. Entire Agreement . This Agreement sets forth the final and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by the Company and Director, or any representative of the Company or Director, with respect to the subject matter hereof.
The undersigned do hereby agree to be bound by the terms and conditions of this Agreement.
| ALPHATEC HOLDINGS, INC. | R. IAN MOLSON | |||||||
| By: |
/s/ Patrick S. Miles |
By: |
/s/ R. Ian Molson |
|||||
| Name: | Patrick S. Miles | Name: | R. Ian Molson | |||||
| Title: | Chairman & CEO | |||||||
Exhibit A
Equity Agreements
|
Agreement Date |
Agreement Type | Shares |
Exercise
Price |
Vested
Shares |
Unvested
Shares |
|||||||||||||
|
7/31/2008 |
NQ Option | 625 | $ | 57.36 | 625 | 0 | ||||||||||||
|
8/04/2009 |
NQ Option | 625 | $ | 53.40 | 625 | 0 | ||||||||||||
|
11/04/2010 |
NQ Option | 625 | $ | 27.72 | 625 | 0 | ||||||||||||
|
11/04/2010 |
NQ Option | 1,714 | $ | 27.72 | 1,714 | 0 | ||||||||||||
|
7/27/2011 |
NQ Option | 2,083 | $ | 34.32 | 2,083 | 0 | ||||||||||||
|
7/25/2012 |
NQ Option | 1,764 | $ | 20.28 | 1,764 | 0 | ||||||||||||
|
7/26/2013 |
NQ Option | 1,674 | $ | 28.44 | 1,674 | 0 | ||||||||||||
|
7/29/2014 |
NQ Option | 3,188 | $ | 16.08 | 3,188 | 0 | ||||||||||||
|
2/25/2015 |
NQ Option | 3,401 | $ | 16.20 | 3,401 | 0 | ||||||||||||
|
12/12/2016 |
NQ Option | 16,324 | $ | 4.43 | 16,324 | 0 | ||||||||||||
|
4/25/2017 |
NQ Option | 28,090 | $ | 1.98 | 7,023 | 21,067 | ||||||||||||
|
4/25/2017 |
Restricted Stock | 18,939 | N/A | 4,735 | 14,204 | |||||||||||||
Exhibit 10.2
FIRST AMENDMENT TO THE
ALPHATEC HOLDINGS, INC.
2016 EQUITY INCENTIVE PLAN
(As Amended and Restated Effective June 15, 2017)
This First Amendment (this “ Amendment ”) to the Alphatec Holdings, Inc. 2016 Equity Incentive Plan as amended and restated effective June 15, 2017 (the “ Plan ”) is made and adopted by Alphatec Holdings, Inc. (the “ Company ”), a corporation organized under the laws of State of Delaware. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.
| 1. | Section 3(a) of the Plan is hereby amended to read as follows: |
“(a) Subject to Paragraph 25, the number of Shares which may be issued from time to time pursuant to this Plan shall be 6,083,333 shares of Common Stock.”
| 2. | Section 31 of the Plan, which contained a typographical error in setting forth the year in which the Plan shall terminate, is hereby amended to read as follows: |
“This amended and restated Plan will terminate on April 24, 2027, the date which is ten years from the earlier of the date of its adoption by the Board of Directors and the date of its approval by the stockholders of the Company. The Plan may be terminated at an earlier date by vote of the stockholders or the Board of Directors of the Company; provided, however, that any such earlier termination shall not affect any Agreements executed prior to the effective date of such termination. Termination of the Plan shall not affect any Stock Rights theretofore granted.”
| 3. | This Amendment is effective as of May 17, 2018. |
| 4. | This Amendment shall be and is hereby incorporated in and forms a part of the Plan. All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein. The Plan, as amended by this Amendment, is hereby ratified and confirmed. |
* * * * * * * *
I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of the Company on March 30, 2018.
| ALPHATEC HOLDINGS, INC. | ||
| By: |
/s/ Craig E. Hunsaker |
|
| Name: |
Craig E. Hunsaker |
|
| Its: |
Corporate Secretary |
|