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): August 21 , 2017
Nuvectra Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
001-37525 |
30-0513847 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
5830 Granite Parkway, Suite 1100,
Plano, Texas 75024
(Address of principal executive offices, including zip code)
(214) 474-3103
(Registrant’s telephone number, including area code)
(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 obligations of the registrant under any of the following provisions:
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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)) |
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).
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Emerging growth company |
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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. ☒
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Item 1.01 |
Entry into a Material Definitive Agreement . |
On August 21, 2017, Greatbatch Ltd. (“Greatbatch”) executed and delivered to Nuvectra Corporation (“Nuvectra”) an Amendment No. 1 to the Supply Agreement, with an effective date of July 21, 2017 (the “Amendment”). The Amendment amends the Supply Agreement between Nuvectra (formerly QiG Group, LLC) and Greatbatch dated March 14, 2016 (the “ Supply Agreement”). Under the terms of the Amendment, Greatbatch and Nuvectra agreed to modify the pricing of certain products and the amount of minimum product purchases required to be purchased by Nuvectra on an annual basis from Greatbatch.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report and incorporated by reference into this Item 1.01.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
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10.1 |
Amendment No. 1 to the Supply Agreement, fully executed on August 21, 2017 and effective as of July 21, 2017, between Nuvectra Corporation and Greatbatch Ltd. ± |
± Confidential treatment has been requested for certain portions of this Exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, which portions have been omitted and filed separately with the Securities and Exchange Commission.
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, thereunto duly authorized.
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August 23, 2017 |
NUVECTRA CORPORATION |
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By: /s/ Walter Z. Berger |
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Walter Z. Berger, |
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Chief Operating Officer and Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
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10.1 |
Amendment No. 1 to the Supply Agreement, fully executed on August 21, 2017 and effective as of July 21, 2017, between Nuvectra Corporation and Greatbatch Ltd. ± |
± Confidential treatment has been requested for certain portions of this Exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, which portions have been omitted and filed separately with the Securities and Exchange Commission.
Exhibit 10.1
AMENDMENT NO. 1 TO THE SUPPLY AGREEMENT
THIS AMENDMENT NO. 1 TO THE SUPPLY AGREEMENT (this “ Amendment ”), dated as of July 21, 2017, amends that certain Supply Agreement (the “ Supply Agreement ”), effective the 14 th day of March, 2016, between Greatbatch Ltd., having an office at 10000 Wehrle Drive, Clarence, New York 14031 (“ Greatbatch ”) and Nuvectra Corporation (f/k/a QIG Group, LLC), having an office at 5700 Granite Parkway, Suite 960, Plano, Texas, 75024 (“ Nuvectra ”).
WHEREAS, Greatbatch and Nuvectra wish to amend the Supply Agreement in order to, amongst other things, amend the pricing for certain Products in Appendix B.
NOW, THEREFORE, for good and lawful consideration, the sufficiency of which is hereby acknowledged and agreed, the parties hereto (individually, a “ Party ”; collectively, the “ Parties ”) hereby agree as follows:
1. Definitions . Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Supply Agreement.
2. Amendment to Agreement . The Supply Agreement is hereby amended by replacing all references to “QiG Group, LLC” with “Nuvectra Corporation” and “QiG Group” with “Nuvectra”.
3. Amendment to Article II . Article II of the Supply Agreement is hereby amended by adding the following new Section II.D:
“D. Annual Minimums . Notwithstanding anything in this Agreement to the contrary, during each calendar year during the Term, Nuvectra shall purchase at least [***] implantable pulse generator Products and at least [***] lead/extension Products, which shall be determined by the aggregate purchases of any and all make/model numbers for implantable pulse generator Products and lead/extension Products, as applicable.”
4. Amendment to Appendix B . Appendix B of the Supply Agreement is hereby amended by replacing it in its entirety with Annex I attached hereto.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
5. Miscellaneous .
(a) Except as provided herein, all terms and conditions of the Supply Agreement shall remain in full force and effect.
(b) This Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all of the Parties, notwithstanding that all of the Parties are not signatories to the original or the same counterpart.
(c) This Amendment expresses the entire understanding of the Parties with respect to the matters set forth herein and supersedes all prior discussions or negotiations hereon.
(d) This Amendment, and all claims arising in whole or in part out of, related to, based upon, or in connection herewith or the subject matter hereof will be governed by and construed and enforced in accordance with the substantive laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth above.
GREATBATCH LTD.
By: __ /s/ Antonio Gonzalez ________
Name: Antonio Gonzalez
Title: President, CRMN
NUVECTRA CORPORATION
By: __ /s/ Scott F. Drees ____________
Name: Scott F. Drees
Title: CEO
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Annex I
APPENDIX B
TO SUPPLY AGREEMENT
Prices
IPG Pricing
The parties hereby acknowledge and agree that they will be negotiating in good faith an amendment to this Agreement to add the Pelvistim product line to this Agreement (the “Pelvistim Amendment”). The parties hereby agree that so long as the specifications of the Pelvistim IPG are materially and substantially similar to the Specifications of the Algovita IPG (with the exception of the firmware), the price for the Pelvistim IPG will be [***] the Algovita IPG pricing set forth above; provided, that in the event that the specifications of the Pelvistim IPG are not materially and substantially similar to the Specifications of the Algovita IPG (with the exception of the firmware), the parties will negotiate in good faith an adjustment to the price of the Pelvistim IPG. For purposes of calculating the annual volumes above, the total quantities of the Algovita IPGs and the Pelvistim IPGs purchased and delivered in the relevant calendar year shall be combined.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Leads/Extensions Pricing
The parties hereby agree that the price for the Pelvistim Leads/Extensions with the specifications set forth in that certain [***] (the “Pelvistim Lead/Extension Specifications”) will [***] the Algovita Leads/Extensions pricing set forth above; provided, that in the event that the Pelvistim Lead/Extension Specifications materially change prior to the execution of the Pelvistim Amendment, the parties will negotiate in good faith an adjustment to the price of the Pelvistim Leads/Extensions. For purposes of calculating the annual volumes above, the total quantities of the Algovita Leads/Extensions and the Pelvistim Leads/Extensions purchased and delivered in the relevant calendar year shall be combined.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Purchased Components Pricing
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ALL VOLUMES/ALL YEARS |
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Cable |
$ [***] |
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Tunneling Tool |
$ [***] |
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Accessories |
Price |
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Anchor (Box [***] ) 5400 |
$ [***] |
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Trque Wrnch (Box [***] ) 5500 |
$ [***] |
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Port Plug (Box [***] ) 5510 |
$ [***] |
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Needle (St) [***] ea 5300 |
$ [***] |
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Needle (Lng) [***] ea 5310 |
$ [***] |
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Passing Elevator 5600 |
$ [***] |
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Adhesive Anchor 5410 |
$ [***] |
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Magnet 4900 |
$ [***] |
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Adhesive Patches 4240 |
$ [***] |
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Adjustable Belt 4220 |
$ [***] |
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Prog. Power Cord 4010 |
$ [***] |
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Trial Stim Pouch 4320 |
$ [***] |
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.