Wright Medical Group N.V. (Form: S-8, Received: 07/01/2019 17:20:38)

As filed with the Securities and Exchange Commission on July 1, 2019

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

___________________________

WRIGHT MEDICAL GROUP N.V.

(Exact name of registrant as specified in its charter)



The Netherlands		98-0509600
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

Prins Bernhardplein 200

1097 JB Amsterdam, The Netherlands

(+ 31) 20 521-4777

(Address of principal executive offices) (Zip code)

___________________________

Wright Medical Group N.V.

Amended and Restated 2017 Equity and Incentive Plan

(Full title of the plan)

Robert J. Palmisano

President and Chief Executive Officer

Wright Medical Group N.V.

Prins Bernhardplein 200

1097 JB Amsterdam, The Netherlands

(+ 31) 20 521-4777

(Name and address and telephone number, including area code, of agent for service)

Copies requested to:



Amy E. Culbert, Esq. Fox Rothschild LLP Campbell Mithun Tower, Suite 2000 222 South Ninth Street Minneapolis, Minnesota 55402 (612) 607-7000	James A. Lightman Senior Vice President, General Counsel and Secretary Wright Medical Group, Inc. 1023 Cherry Road Memphis, Tennessee 38117 (901) 867-9971

___________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:



Large accelerated filer þ		Accelerated filer o
Non-accelerated filer o		Smaller reporting company o Emerging growth company o

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 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered ⁽¹⁾	Proposed maximum offering price per share ⁽²⁾	Proposed maximum aggregate offering price	Amount of registration fee
Ordinary shares, par value €0.03 per share	6,200,000 shares	$29.08	$180,296,000.00	$21,851.88

_________________

(1)

Pursuant to Rule 416 under the United States Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional ordinary shares of the registrant that become issuable under the Wright Medical Group N.V. Amended and Restated 2017 Equity and Incentive Plan, by reason of any recapitalization, stock split, stock dividend or other similar transaction effected without receipt of consideration where the registrant’s outstanding ordinary shares are increased, converted or exchanged.


(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) and (c) under the Securities Act and calculated based on the average of the high and low sales prices of the registrant’s ordinary shares, as reported on the Nasdaq Global Select Market on June 27, 2019.

EXPLANATORY NOTE

Wright Medical Group N.V. (the “Registrant” or the “Company”) has filed this registration statement on Form S-8 (this “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Securities Act”), to register an additional 6,200,000 shares of the Company’s ordinary shares, €0.03 par value per share (“Ordinary Shares”), issuable pursuant to awards under the Wright Medical Group N.V. Amended and Restated 2017 Equity and Incentive Plan (the “Amended Plan”). On June 30, 2017, the Company filed a registration statement on Form S-8 (File No. 333-219112) (the “Existing Form S-8”) to register (i) 5,000,000 Ordinary Shares issuable pursuant to awards under the Wright Medical Group N.V. 2017 Equity and Incentive Plan (the “2017 Plan” and together with the “Amended Plan,” the “Plan”), (ii) 1,329,648 Ordinary Shares remaining available for issuance under the Wright Medical Group N.V. Amended and Restated 2010 Incentive Plan (the “Prior Plan”) and not subject to outstanding awards under the Prior Plan as of June 23, 2017, the initial effective date of the 2017 Plan (the “Initial Effective Date”), which have become available for grant under the Plan; (iii) up to 6,405,992 Ordinary Shares subject to awards outstanding under the Prior Plan as of Initial Effective Date, but only to the extent such awards are forfeited, cancelled, expire, or otherwise terminate without the issuance of such Ordinary Shares after the Initial Effective Date; and (iv) such indeterminate number of Ordinary Shares as may become available under the Plan as a result of the adjustment provisions thereof.

Pursuant to General Instruction E to Form S-8, the contents of the Existing Form S-8 are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the Existing Form S-8 are presented herein.

Part II

INFORMATION REQUIRED IN THE REGESTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents previously filed with the Commission are incorporated by reference into this Registration Statement:


(a)	The Registrant’s annual report on Form 10-K for the fiscal year ended December 30, 2018 (File No. 001-35065) ;


(b)	The Registrant’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2019 (File No. 001-35065) ;


(c)	The Registrant’s current reports on Form 8-K filed with the Commission on January 31, 2019 , February 5, 2019 , February 8, 2019 , and June 28, 2019 (File No. 001-35065);


(d)	The description of the Ordinary Shares contained in the Registrant’s registration statement on Form S-3 (Reg. No. 333-211115), under the heading “Description of Ordinary Shares” and any amendments or reports filed for the purpose of updating such description .

In addition, all documents filed with the Commission by the Registrant (other than portions of such documents which are furnished and not filed) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the time of filing of such documents with the Commission.

Any statement contained in the documents incorporated or deemed to be incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that

a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference into this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits

The following exhibits are filed with or incorporated by reference into this Registration Statement:



Exhibit No.		Description
3.1		Articles of Association of Wright Medical Group N.V. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 1, 2016 (File No. 001-35065))
5.1		Opinion of Stibbe N.V. as to the validity of the Ordinary Shares to be issued (filed herewith)
23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm (filed herewith)
23.2		Consent of Stibbe N.V. (included as part of Exhibit 5.1)
24.1		Power of Attorney (included on signature page to this Registration Statement)
99.1		Wright Medical Group N.V. Amended and Restated 2017 Equity and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed with the Commission on June 28, 2019 (File No. 001-35065))

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee on July 1, 2019.



	WRIGHT MEDICAL GROUP N.V.


	By: /s/ Robert J. Palmisano
	Robert J. Palmisano
	President, Chief Executive Officer and Executive Director

POWER OF ATTORNEY

We, the undersigned directors and officers of Wright Medical Group N.V., hereby severally constitute and appoint Robert J. Palmisano, Lance A. Berry and James A. Lightman, and each of them singly, our true and lawful attorneys-in-fact and agents, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, this registration statement on Form S-8 and any and all post-effective amendments to said registration statement, and to file or cause to be filed the same, with all supplements, amendments and exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of us might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:



Name and Signature	Title	Date

/s/ Robert J. Palmisano Robert J. Palmisano	President, Chief Executive Officer and Executive Director (principal executive officer)	July 1, 2019

/s/ Lance A. Berry Lance A. Berry	Senior Vice President and Chief Financial Officer (principal financial officer )	July 1, 2019

/s/ Julie B. Andrews Julie B. Andrews	Vice President and Chief Accounting Officer (principal accounting officer )	July 1, 2019

/s/ Gary D. Blackford Gary D. Blackford	Non-Executive Director	July 1, 2019

/s/ John L. Miclot John L. Miclot	Non-Executive Director	July 1, 2019

/s/ Kevin C. O'Boyle Kevin C. O'Boyle	Non-Executive Director	July 1, 2019

/s/ J. Patrick Mackin J. Patrick Mackin	Non-Executive Director	July 1, 2019

/s/ Amy S. Paul Amy S. Paul	Non-Executive Director	July 1, 2019

/s/ David D. Stevens David D. Stevens	Chairman and Non-Executive Director	July 1, 2019

/s/ Richard F. Wallman Richard F. Wallman	Non-Executive Director	July 1, 2019

/s/ Elizabeth H. Weatherman Elizabeth H. Weatherman	Non-Executive Director	July 1, 2019

Exhibit 5.1



Wright Medical Group N.V. Prins Bernhardplein 200 1097 JB Amsterdam THE NETHERLANDS		Stibbe N.V. Advocaten en notarissen Beethovenplein 10 P.O. Box 75640 1070 AP Amsterdam The Netherlands T +31 20 546 0 606 F +31 20 546 0 123 www.stibbe.com Date 1 July 2019
Wright Medical Group N.V. - Registration Statement on Form S-8

Ladies and Gentlemen,

(1)

We have acted as legal counsel to Wright Medical Group N.V. (the " Company "), with respect to matters of Netherlands law, in connection with the filing by the Company under the United States Securities Act of 1933, as amended (the " Securities Act" ), of a registration statement on Form S-8, dated the date hereof (the " Registration Statement "), with the United States Securities and Exchange Commission (the " Commission" ). The Registration Statement relates to the registration of 6,200,000 ordinary shares of the Company (par value EUR 0.03) (the " Shares ", and each a " Share ") that may be issued under the Wright Medical Group N.V. Amended and Restated 2017 Equity and Incentive Plan (the " Plan ").


(2)	For the purpose of this opinion, we have examined and exclusively relied upon photocopies or copies received by fax or by electronic means, or originals if so expressly stated, of the following documents:


(a)	an extract from the Trade Register of the Chamber of Commerce ( Kamer van Koophandel, afdeling Handelsregister ) relating to the Company dated the date hereof (the " Extract ");


(b)	the deed of incorporation of the Company dated 23 June 2006 and its articles of association ( statuten ) as amended 29 June 2016;


(c)	a copy of resolutions of the Board of Directors of the Company adopted at a meeting held on 30 April 2019, approving, inter alia, the Plan certified by James A. Lightman, senior vice president and general counsel of the Company; and


(d)	the minutes of an annual general meeting of shareholders of the Company held on 28 June 2019, approving, inter alia , (i) the Plan and (ii) the designation of the Board of Directors of the Company as the authorised body to issue ordinary shares of the Company,

Stibbe N.V. is registered with the Dutch Chamber of Commerce under number 34198700. Any services performed are carried out under an agreement for services (‘overeenkomst van opdracht’) with Stibbe N.V., which is governed exclusively by Dutch law. The general conditions of Stibbe N.V., which include a limitation of liability, apply and are available on www.stibbe.com/generalconditions or upon request.

to grant rights to acquire ordinary shares of the Company and to exclude the statutory pre-emptive rights ( voorkeursrechten ) in respect thereof (the " Designation ").


(3)	The resolutions and minutes under 2(c) and 2(d) are hereinafter referred to as the " Resolutions ".

References in this opinion to Acts are references to Acts of the Netherlands, as amended. In this opinion, " the Netherlands " refers to the European part of the Kingdom of the Netherlands.


(4)	In rendering this opinion we have assumed:


(a)	the genuineness of all signatures on, and the authenticity and completeness of, all documents submitted to us as copies of drafts, originals or execution copies and the exact conformity to the originals of all documents submitted to us as photocopies or copies transmitted by facsimile or by electronic means;


(b)	that the information set forth in the Extract is complete and accurate on the date hereof and consistent with the information contained in the file kept by the Trade Register with respect to the Company;


(c)	that the Designation, as renewed from time to time, will be in full force and effect (i) as at the date of granting of any rights to acquire the Shares under the Plan or, as the case may be, (ii) as at the date of issuance of any Shares under the Plan;


(d)	that each time a Share is issued, the authorised share capital ( maatschappelijk kapitaal ) of the Company is such that such Share can be validly issued;


(e)	that the Resolutions have not been annulled, revoked or rescinded and are in full force and effect as at the date hereof;


(f)	that the Shares have been subscribed for and accepted by the subscribers for them; and


(g)	that in the event that all or some of the Shares have been or will be offered in the Netherlands this will be done only in compliance and in accordance with the Financial Supervision Act and the regulations promulgated therefrom.


(5)	This opinion is limited to matters of the laws of the Netherlands in effect on the date of this opinion.


(6)	Based upon and subject to the foregoing and to the further qualifications, limitations and exceptions set forth herein, we are as at the date hereof of the opinion:


(a)	the Shares, when duly issued and upon payment of a consideration (in cash or in kind) to the Company on such Shares with a value equal to the nominal amount thereof and any premium agreed upon, will be duly authorised and validly issued by the Company

( 2 )

and will be fully paid and non-assessable.


(7)	The term " non-assessable " as used in this opinion means that a holder of a Share will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors.


(8)	This opinion and any issue arising under this opinion will be governed by the laws of the Netherlands.

(9)

We assume no obligation to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge occurring after the date hereof which may affect this opinion in any respect. This opinion is addressed to you and given for the sole purpose of the registration of the Shares with the Commission. We consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder. However, it may not be otherwise disclosed or quoted to any person other than to your legal advisers or relied upon by any person or be used for any other purpose, without our prior written consent in each instance.

Yours faithfully,



Stibbe N.V.
/s/ Paul Quist		/s/ Fons Leijten
Paul Quist		Fons Leijten

( 3 )

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Wright Medical Group N.V.:

We consent to the use of our reports dated February 26, 2019 with respect to the consolidated balance sheets of Wright Medical Group N.V. and subsidiaries as of December 30, 2018 and December 31, 2017, and the related consolidated statements of operations, changes in shareholders’ equity, comprehensive loss, and cash flows for each of the years ended December 30, 2018, December 31, 2017, and December 25, 2016, and the related financial statement schedule (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 30, 2018, incorporated herein by reference.

/s/ KPMG LLP

Memphis, Tennessee

June 27, 2019