UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
December 29, 2017
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WRIGHT MEDICAL GROUP N.V.
(Exact name of registrant as specified in its charter)
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The Netherlands
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1-35065
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98-0509600
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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Prins Bernhardplein 200
1097 JB Amsterdam, The Netherlands
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None
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(Address of principal executive offices)
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(Zip Code)
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(+ 31) 20 521 4777
(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:
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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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.
As previously reported, on October 3, 2017, Wright Medical Technology, Inc. (“WMT”), a wholly-owned subsidiary of Wright Medical Group N.V. (the “Company”), and the Court-appointed attorneys representing plaintiffs in the metal-on-metal hip litigation known as
In Re: Wright Medical Technology, Inc., CONSERVE® Hip Implant Products Liability Litigation
, MDL No. 2329 (“MDL”) and
In re: Wright Hip System Cases
, Judicial Council Coordination Proceeding No. 4710 (“JCCP”) agreed on a comprehensive settlement intended to resolve substantially all remaining metal-on-metal hip claims pending or tolled in the MDL and JCCP that were not settled in the previously disclosed Master Settlement Agreement dated November 2, 2016. The comprehensive settlement was contingent on WMT’s receipt of new insurance proceeds totaling at least $35 million from applicable insurance carriers by December 31, 2017. On December 29, 2017, WMT and the Court-appointed attorneys representing plaintiffs in the MDL and JCCP entered into an amendment to extend this date to February 28, 2018.
The foregoing represents only a summary of the material terms of the foregoing described amendment, does not purport to be complete and is qualified in its entirety by reference to the complete text of the amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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First Amendment to the Third Settlement Agreement dated as of December 29, 2017 between Wright Medical Technology, Inc. and the Counsel Listed on the Signature Pages Thereto (filed herewith)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: January 5, 2018
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WRIGHT MEDICAL GROUP N.V.
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By: /s/ James A. Lightman
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Name: James A. Lightman
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Title: Senior Vice President, General Counsel and Secretary
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This
FIRST AMENDMENT TO THE THIRD SETTLEMENT AGREEMENT
, dated October 3, 2017 by agreement between (i) Wright Medical Technology, Inc. (“Wright Medical”) and (ii) Plaintiffs’ Co-Lead Counsel appointed by the Hon. William S. Duffey in MDL No. 2329 (the “MDL”) and Plaintiffs’ Co-Lead Counsel appointed by the Hon. Jane Johnson in JCCP No. 4710 (the “JCCP”) (referred to collectively as “Plaintiffs’ Counsel”) (Plaintiffs’ Counsel and Wright Medical each a “Party” and collectively referred to as the “Parties”), is made pursuant to Section 13.10 of the Third Settlement Agreement dated October 3, 2017 (the “Third Settlement Agreement”). The Third Settlement Agreement shall be amended as follows (the Third Settlement Agreement and this First Amendment being collectively referred to herein as the “Agreement”):
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1.
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Section 3.1.2
of the Third Settlement Agreement, which originally read:
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All settlement payments under either the Standard Settlement Option or the EIF Option are contingent upon Wright Medical receiving at least Thirty-Five Million dollars ($35,000,000.00) of additional insurance payments from some or all of the following insurers: Federal Insurance Company, Lexington Insurance Company, Lloyd’s of London, or Catlin Specialty Insurance Company (“the Non-Settling Insurers”). The payments must be received between the date of execution of the Term Sheet (September 18, 2017) and December 31, 2017, and must be paid to reimburse Wright Medical for defense fees and costs, settlements and or/judgments paid or incurred in connection with a CONSERVE® Claim, DYNASTY® Claim, or LINEAGE® Claim, as those terms are defined above. In the event that this contingency is not met, Wright Medical in its sole discretion may terminate this Third Settlement Agreement in its entirety, and the Parties and Eligible Claimants will return to their respective positions held prior to this Third Settlement Agreement, with all releases and dismissal stipulations that may have been provided deemed void, and either returned to Plaintiffs’ Counsel or destroyed.
Is hereby amended as follows:
All settlement payments under either the Standard Settlement Option or the EIF Option are contingent upon Wright Medical receiving at least Thirty-Five Million dollars ($35,000,000.00) of additional insurance payments from some or all of the following insurers: Federal Insurance Company, Lexington Insurance Company, Lloyd’s of London, or Catlin Specialty Insurance Company (“the Non-Settling Insurers”). The payments must be received between the date of execution of the Term Sheet (September 18, 2017) and February 28, 2018, and must be paid to reimburse Wright Medical for defense fees and costs, settlements and/or judgments paid or incurred in connection with a CONSERVE® Claim, DYNASTY® Claim, or LINEAGE® Claim, as those terms are defined above. In the event that this contingency is not met, Wright Medical in its sole discretion may terminate this Agreement in its entirety, and the Parties and Eligible Claimants will return to their respective positions held prior to this Agreement, with all releases and dismissal stipulations that may have been provided deemed void, and either returned to Plaintiffs’ Counsel or destroyed.
The Agreement shall remain the same in all other respects.
IN WITNESS WHEREOF, the Parties have executed this First Amendment to the Third Settlement Agreement as of October 3, 2017 on the dates indicated below.
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PLAINTIFFS’ MDL AND JCCP CO-LEAD COUNSEL
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/s/ Michael L. McGlamry
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/s/ Raymond P. Boucher
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Michael L. McGlamry
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Raymond P. Boucher
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Pope, McGlamry, Kilpatrick, Morrison & Norwood, P.C.
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Boucher LLP
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Dated:
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December 27, 2017
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Dated:
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December 27, 2017
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WRIGHT MEDICAL TECHNOLOGY, INC.
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/s/ James Lightman
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James Lightman
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Sr. Vice President and General Counsel
Wright Medical Technology, Inc.
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Dated:
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December 29, 2017
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