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): August 24, 2016
ALPHATEC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)

 
 
 
 
 
Delaware
 
000-52024
 
20-2463898
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
5818 El Camino Real, Carlsbad, CA
 
92008
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (760) 431-9286
(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.

On August 24, 2016, Alphatec Holdings, Inc. (the “Company”) filed an amendment to its certificate of incorporation with the Secretary of State of the state of Delaware to effect a 1-for-12 reverse stock split of the Company’s common stock, par value $0.0001 per shares. At the Company’s 2016 Annual Meeting of Stockholders, the Company’s stockholders approved a proposal to authorize the Company’s Board of Directors to amend the Company’s certificate of incorporation to effect an up to 1-for-12 reverse stock split of the Company’s common stock, with the exact ratio to be determined by the Company’s Board of Directors in its discretion within one year of the date of the Annual Meeting. The Company’s Board of Directors determined that a 1-for-12 reverse stock split of the Company’s common stock would be in the best interests of the Company’s and its stockholders in order to regain compliance with NASDAQ Listing Rule 5555(a)(2), which requires the Company to maintain a minimum closing bid price of $1.00 per share (the “Minimum Bid Price Requirement”). To regain compliance with the Minimum Bid Price Requirement, the bid price of the Company’s common stock has to close at or above $1.00 per share for a minimum of 10 consecutive trading days prior to September 12, 2016.
The reverse split became effective as of 5:00 p.m. Eastern time on Wednesday, August 24, 2016 (the “Effective Time”). At the Effective Time, each lot of twelve shares of common stock issued and outstanding immediately prior to the Effective Time were, automatically and without any further action on the part of the Company’s stockholders, converted into and became one share of common stock, and each certificate which, immediately prior to the Effective Time represented pre-reverse split shares, was deemed canceled and, for all corporate purposes, was deemed to evidence ownership of post-reverse split shares. In lieu of issuing any fractional shares, we will pay to the stockholder, in cash, the value of any fractional share arising from the Reverse Stock Split.
The Company’s transfer agent, Computershare Trust Company, N.A., will act as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock.
The foregoing description of the amendment to the certificate of incorporation is qualified in its entirety by reference to the amendment to the certificate of incorporation, a copy of which is filed as Exhibit 3.1(b) to this Current Report on Form 8-K and is incorporated herein by reference.
On August 24, 2016, the Company issued a press release, attached hereto as Exhibit 99.1, announcing the reverse stock split of the Company’s common stock, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.
Description
3.1(b)
Amendment to the Certificate of Incorporation of Alphatec Holdings, Inc.
99.1
Press Release, dated August 24, 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.

 
 
 
 
 
 
 
 
 
ALPHATEC HOLDINGS, INC.
(Registrant)
 
 
 
Date: August 24, 2016
 
 
 
/s/ Ebun S. Garner, Esq.
 
 
 
 
Ebun S. Garner, Esq.
 
 
 
 
General Counsel and Senior Vice President





Exhibit Index

Exhibit No.
Description
3.1(b)
Amendment to the Certificate of Incorporation of Alphatec Holdings, Inc.
99.1
Press Release, dated August 24, 2016



Exhibit 3.1(b)

CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ALPHATEC HOLDINGS, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the “Corporation”) is Alphatec Holdings, Inc. The date of the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware was March 4, 2005.
The Restated Certificate of Incorporation filed on June 7, 2006, is hereby amended as follows:
A.    To change the capitalization of the Corporation by adding the following paragraph to Article FOURTH, Section A of
the Restated Certificate of Incorporation immediately following the first paragraph set forth in Article FOURTH, Section A of the Restated Certificate of Incorporation:
“Upon the effectiveness of the Certificate of Amendment of Restated Certificate of Incorporation, to effect a plan of recapitalization of the Common Stock by effecting a 1-for-12 reverse stock split with respect to the issued and outstanding shares of the Common Stock (the "Reverse Stock Split"), without any change in the powers, preferences and rights or qualifications, limitations or restrictions thereof, such that, without further action of any kind on the part of the Corporation or its stockholders, every twelve (12) shares of Common Stock outstanding or held by the Corporation in its treasury on the date of the filing of the Certificate of Amendment (the "Effective Date") shall be changed and reclassified into one (1) share of Common Stock, $0.0001 par value per share, which shares shall be fully paid and nonassessable shares of Common Stock. There shall be no fractional shares issued. A holder of record of Common Stock on the Effective Date who would otherwise be entitled to a fraction of a share shall, in lieu thereof, be entitled to receive a cash payment in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the average closing price of the Common Stock, as reported by The NASDAQ Global Select Market (or if the Common Stock is not at such time traded on The NASDAQ Global Select Market, then as reported on the primary trading market for the Common Stock) for the five (5) trading days immediately prior to the Effective Date (or if such price is not available, the price determined by the Corporation's board of directors).”
2. The Amendment of the Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
3. The effective time of the Amendment of the Restated Certificate of Incorporation herein certified shall be at 5:00 pm on August 24, 2016.
EXECUTED, this twenty-fourth day of August, 2016.
ALPHATEC HOLDINGS, INC.

 
By:   /s/ James M. Corbett  
 President and Chief Executive Officer

Exhibit 99.1



Alphatec Holdings Announces One-for-Twelve Reverse Stock Split

Shares of Common Stock Will Begin Trading on a Split-Adjusted Basis on August 25, 2016

CARLSBAD, Calif., August 24, 2016 (GLOBAL NEWSWIRE) -- Alphatec Holdings, Inc. (Nasdaq: ATEC), the parent company of Alphatec Spine, Inc., a global provider of spinal fusion technologies, today announced the effectiveness of a one-for-twelve reverse stock split of its common stock. The reverse stock split will take effect at 5:00 pm Eastern Time on August 24, 2016 and the Company’s common stock will open for trading on The NASDAQ Global Select Market on August 25, 2016 on a post-split basis.

The reverse stock split is intended to increase the per share trading price of the Company's common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The NASDAQ Global Select Market. As a result of the reverse stock split, every twelve shares of the Company's common stock issued and outstanding prior to the opening of trading on August 25, 2016 will be consolidated into one issued and outstanding share. No fractional shares are being issued in connection with the reverse stock split.  Stockholders who would otherwise hold a fractional share of common stock will receive a cash payment in lieu of such fractional share. In connection with the reverse stock split, there will be no change in the nominal par value per share of $0.0001.

Trading of the Company’s common stock on The NASDAQ Global Select Market will continue, on a split-adjusted basis, with the opening of the markets on Thursday, August 25, 2016, under the existing trading symbol “ATEC” but with a new CUSIP number 02081G 201. The reverse stock split reduces the number of shares of the Company’s common stock outstanding from approximately 102.5 million pre-reverse split shares to approximately 8.5 million post-reverse split shares.

The Company has retained its transfer agent, Computershare Trust Company, N.A. (“Computershare”), to act as its exchange agent for the reverse split. Computershare will provide stockholders of record as of the effective date of the reverse stock split a letter of transmittal providing instructions for the exchange of their physical certificates. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split.

The reverse stock split was approved within a range of one-for-four to one-for-twelve by the Company’s stockholders at the 2016 Annual Meeting of Stockholders held on August 18, 2016, and the specific ratio of one-for-twelve was approved by the Company’s Board of Directors. For more information regarding the reverse stock split, please refer to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14-A on June 22, 2016.

About Alphatec Spine

Alphatec Spine, Inc., a wholly owned subsidiary of Alphatec Holdings, Inc. (Nasdaq: ATEC), is a global medical device company that designs, develops, manufactures and markets spinal fusion technology products and solutions for the treatment of spinal disorders associated with disease and degeneration, congenital deformities and trauma. The Company's mission is to improve lives by delivering advancements in spinal fusion technologies. The Company and its affiliates market products in the U.S. and internationally via a direct sales force and independent distributors.

Additional information can be found at www.alphatecspine.com .

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the reverse stock split of the Company's common stock and its intended purpose. These forward-looking statements are neither promises nor guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. These risks and uncertainties include, among other things, the factors discussed under the heading "Risk Factors" contained in the Company’s annual report and quarterly reports filed with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and the Company disclaims any obligation to update the information contained in this press release as new information becomes available.

CONTACT: Investor/Media Contact:
Christine Zedelmayer
Investor Relations
Alphatec Spine, Inc.
(760) 494-6610
czedelmayer@alphatecspine.com