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): March 13, 2018
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 . |
Effective March 13, 2018, Nuvectra Corporation (“Nuvectra”) entered into an Amendment No. 2 to the Transition Services Agreement (the “Amendment”) with Integer Holdings Corporation, f/k/a Greatbatch, Inc. (“Integer”), to amend the Transition Services Agreement between Nuvectra, f/k/a QIG Group, LLC (“Nuvectra”) and Greatbatch, dated March 14, 2016 (the “TSA”). Under the terms of the Amendment, Integer will extend the provision of certain IT-related services for an additional five (5) weeks past the expiration date of the TSA.
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.
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10 .1 |
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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March 19, 2018 |
NUVECTRA CORPORATION |
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By: /s/ Walter Z. Berger |
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Name: Walter Z. Berger |
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Title: Chief Operating Officer and Chief Financial Officer |
Exhibit 10.1
AMENDMENT NO. 2 TO THE TRANSITION SERVICES AGREEMENT
THIS AMENDMENT NO. 2 TO THE TRANSITION SERVICES AGREEMENT (this “ Amendment ”), dated as of March 13, 2018, amends that certain Transition Services Agreement, dated March 14, 2016, by and between Integer Holdings Corporation (f/k/a Greatbatch, Inc.), having an office at 10000 Wehrle Drive, Clarence, New York 14031 (“ Integer ”) and Nuvectra Corporation (f/k/a QIG Group, LLC), having an office at 5830 Granite Parkway, Suite 1100, Plano, Texas, 75024 (“ Nuvectra ”), as amended by that certain Amendment No. 1 to the Transition Services Agreement, dated as of May 1, 2016, by and between Integer and Nuvectra (the “TSA”).
WHEREAS, Integer and Nuvectra wish to amend the TSA in order to, amongst other things, extend the provision of certain IT-related services by Integer and for payment of such extended services by Nuvectra.
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 TSA.
2. Amendment to Agreement . The TSA is hereby amended by replacing all of the following references in the TSA as follows: (i) “QiG Group, LLC” with “Nuvectra Corporation”; (ii) “QiG Group” with “Nuvectra”; (iii) “Greatbatch, Inc.” with “Integer Holdings Corporation”; and (iv) “GB” with “Integer”.
3. Amendment to Schedule A . Schedule A of the TSA is hereby amended by deleting Schedule A in its entirety and replacing it with new Schedule A , attached hereto.
4. Miscellaneous .
(a) Except as provided herein, all terms and conditions of the TSA shall remain in full force and effect.
(b) Th is 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 Delaware, 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.
INTEGER HOLDINGS CORPORATION
By: /s/ Gary Haire
Name: Gary Haire
Title: Chief Financial Officer
NUVECTRA CORPORATION
By: /s/ Scott F. Drees
Name: Scott Drees
Title: Chief Executive Officer
Schedule A
IT Services :
Nuvectra will adhere to Integer policies and procedures throughout the transition period, failure to comply, after written notice, with IT security procedures will be grounds to terminate this Agreement.
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Associate on-boarding and off-boarding including account administration |
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Information Security Support |
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Infrastructure and Network Operations |
INTEGER DOES NOT GUARANTEE THAT THE IT SERVICES, SYSTEMS OR ASSETS WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT INTEGER WILL CORRECT ALL ERRORS.
Payment Terms:
Payment terms for transition services will be net 30.
Any incremental third party cost directly related to providing services to Nuvectra will be reimbursed by Nuvectra net 30. Any changes to the above services will be agreed upon by both parties including the applicable cost reimbursement.
Billing Fees:
IT Services described above are required for the period from March 14, 2018 until April 18, 2018 (the “IT Transition Period”).
Nuvectra will pay Integer Thirteen Thousand Three Hundred Thirty-Three Dollars ($13,333.00) for the IT Services described above and such fee will be paid at the end of the IT Transition Period.
Nuvectra will be charged to enhance existing functionality/services or develop new functionality/services that do not exist within the IT portfolio at the time of spinoff. The labor rate for internal labor will be charged $100 per hour and the rate for any external contractors or consultants will be charged at cost.