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): June 16, 2021
ALPHATEC HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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000-52024 |
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20-2463898 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
1950 Camino Vida Roble
Carlsbad, California 92008
(Address of Principal Executive Offices)
(760) 431-9286
(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:
☐ |
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 240.14.a-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)) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common stock, par value $.0001 per share |
ATEC |
The NASDAQ Global Select Market |
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).
Emerging growth company ☐
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. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Effective June 17, 2021, the Board of Directors (“Board”) of Alphatec Holdings, Inc. (the “Company”) increased the number of directors to serve on the Board to thirteen members and appointed Marie Meynardier to serve as a director for a term commencing on June 17, 2021, and expiring at the Annual Meeting of Stockholders of the Company in 2022.
Ms. Meynardier will receive annual compensation in accordance with the Company’s standard remuneration for its non-employee directors, as revised by the Compensation Committee of the Board effective as of June 16, 2021, which provides that non-employee directors receive a one-time, time-based restricted stock unit (“RSU”) award granted upon election or appointment to the Board, with a grant value of $300,000, as determined by the volume weighted average trading price (“VWAP”) of the Company’s stock for the 30-trading day period prior to date of election or appointment (the “Initial Board Grant”). The Initial Board Grant vests in three equal installments on each of the first three anniversaries of the grant date, conditioned upon continued Board service. Additionally, non-employee directors receive an annual RSU award for service on the Board with a grant value of $150,000 (the “Annual Board Grant”). For continuing (incumbent) non-employee directors, the Annual Board Grant is granted as of the date of the annual meeting of stockholders, based upon the VWAP of the Company’s stock for the 30-trading day period prior to the grant date. For newly elected or newly appointed, non-employee directors, the Annual Board Grant is granted upon election or appointment to the Board, with a grant value, as determined by the 30-trading day VWAP prior to date of election or appointment, pro-rated by the number of days from the date of the prior annual meeting of stockholders to the date of the grant, divided by 365. The Annual Board Grant vests on the earlier of (a) the next annual meeting of stockholders and (b) the death or resignation of the director. In the event of death or resignation of the director, the Annual Board Grant vests pro-rated based on the number of actual days served by the director from the time of the grant to such death or resignation, divided by 365. Additionally, non-employee directors receive an annual cash retainer as follows: (i) $45,000 to each non-employee director that serves as a member of the Board ($70,000 for Chair or Lead Director of the Board) and (ii) $9,500 ($20,000 for Chair), $9,500 ($20,000 for Chair), $6,000 ($15,000 for Chair) and $5,000 ($10,000 for Chair) to each non-employee director that serves as a member of the Audit Committee, Finance Committee, Compensation Committee, and/or Nominating and Corporate Governance Committee, respectively. Cash retainers are paid quarterly in equal installments, pro-rated based on the number of actual days served by the director during the applicable quarter.
In addition, it is anticipated that Ms. Meynardier will enter into the Company’s standard form of indemnification agreement for non-employee directors, a copy of which is attached as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the U.S. Securities and Exchange Commission (“SEC”) on May 5, 2009, and incorporated herein by reference.
There are no other arrangements or understandings between Ms. Meynardier and any other person pursuant to which she was selected to serve on the Board. There are no family relationships between Ms. Meynardier and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 5.07 |
Submission of Matters to a Vote of Security Holders |
On June 16, 2021, the Company held its Annual Meeting of stockholders (the “Annual Meeting”). The Company filed its definitive proxy statement on Schedule 14A with the SEC on April 29, 2021. The proxy statement describes in detail each of the four proposed voting matters (the “Proposals”) submitted to the Company’s stockholders at the Annual Meeting. As of April 19, 2021, the record date of the Annual Meeting, there were 97,023,702 outstanding shares of the Company’s common stock. At the Annual Meeting, a quorum of 78,810,394 shares of the Company’s common stock were represented in person or by proxy. The final results for the votes cast with respect to each Proposal are set forth below.
Proposal 1
The stockholders elected each of Evan Bakst, Mortimer Berkowitz III, Quentin Blackford, Jason Hochberg, Karen K. McGinnis, Patrick S. Miles, David H. Mowry, David R. Pelizzon, Jeffrey P. Rydin, James L.L. Tullis, Donald A. Williams and Ward W. Woods to serve on the Company’s Board for a term of one year until the 2022 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until their earlier death or resignation, by the following vote:
Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Evan Bakst |
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58,048,690 |
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1,343,386 |
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19,418,317 |
Mortimer Berkowitz III |
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50,522,654 |
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8,869,422 |
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19,418,317 |
Quentin Blackford |
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55,592,349 |
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3,799,727 |
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19,418,317 |
Jason Hochberg |
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58,563,559 |
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828,517 |
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19,418,317 |
Karen K. McGinnis |
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58,214,439 |
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1,177,637 |
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19,418,317 |
Patrick S. Miles |
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58,380,900 |
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1,011,176. |
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19,418,317 |
David H. Mowry |
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59,174,631 |
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217,445 |
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19,418,317 |
David R. Pelizzon |
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59,108,602 |
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283,474 |
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19,418,317 |
Jeffrey P. Rydin |
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59,167,504 |
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224,572 |
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19,418,317 |
James L.L. Tullis |
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52,104,152 |
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7,287,924 |
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19,418,317 |
Donald A. Williams |
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58,352,695 |
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1,039,381 |
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19,418,317 |
Ward W. Woods |
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57,090,720 |
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2,301,356 |
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19,418,317 |
Proposal 2
The stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2021 by the following vote:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
69,311,285 |
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37,464 |
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9,461,644 |
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0 |
Proposal 3
The stockholders approved the amendment of the Company’s 2007 Employee Stock Purchase Plan by the following vote:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
58,759,347 |
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102,888 |
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529,841 |
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19,418,317 |
Proposal 4
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executed officers by the following vote:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
55,107,427 |
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3,693,015 |
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591,634 |
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19,418,317 |
No other items were presented for stockholder approval at the Annual Meeting.
Item 7.01 |
Regulation FD Disclosure |
On June 21, 2021, the Company issued a press release announcing the appointed of Marie Meynardier to the Board. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K.
Item 9.01 |
Financial Statements and Exhibits |
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(d) |
Exhibits. |
10.1 |
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99.1 |
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Press Release of Alphatec Holdings, Inc., dated June 21, 2021. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: June 21, 2021 |
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ALPHATEC HOLDINGS, INC. |
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By: |
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/s/ J. Todd Koning |
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Name: J. Todd Koning |
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Its: Chief Financial Officer |
Exhibit 10.1
SECOND AMENDMENT TO THE
ALPHATEC HOLDINGS, INC.
2007 EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated Effective May 16, 2017)
This Second Amendment (this “Amendment”) to the Alphatec Holdings, Inc. 2007 Employee Stock Purchase Plan, as amended and restated effective May 16, 2017 (the “Plan”), is made and adopted by Alphatec Holdings, Inc. (the “Company”), a corporation organized under the laws of State of Delaware. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.
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1. |
Section 3.1 of the Plan is hereby amended to read as follows: |
“Number of Shares. Subject to Article VIII, the aggregate number of Shares that may be issued pursuant to rights granted under the Plan shall be 2,137,449 Shares. If any right granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such right shall again be available for issuance under the Plan.”
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2. |
This Amendment is effective as of June 16, 2021. |
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3. |
This Amendment shall be and is hereby incorporated in and forms a part of the Plan. All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein. The Plan, as amended by this Amendment, is hereby ratified and confirmed. |
* * * * * * * *
I hereby certify that the foregoing Amendment was duly adopted by the Compensation Committee of the Board of Directors of the Company on February 17, 2021.
ALPHATEC HOLDINGS, INC. |
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By: |
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/s/ Patrick S. Miles |
Name: |
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Patrick S. Miles |
Its: |
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President and Chief Executive Officer |
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Exhibit 99.1 |
ATEC Appoints Marie Meynadier, Ph.D., to Board of Directors
CARLSBAD, Calif., June 21, 2021 – Alphatec Holdings, Inc. (Nasdaq: ATEC), a provider of innovative solutions dedicated to revolutionizing the approach to spine surgery, announced today that Marie Meynadier, Ph.D., founder of EOS imaging, has been appointed as an independent director to the ATEC Board.
With over 25 years of experience in the high tech and medical device industries, Dr. Meynadier currently sits on boards of multiple medical technology companies in Europe and North America. She founded and served as Chief Executive Officer of EOS imaging until 2018, after which she remains a director and head of the Strategic Committee. Prior to her tenure at EOS, Dr. Meynadier served as Chief Executive Officer of Biospace Lab, a French preclinical imaging company, which she rapidly guided to profitability. She began her career in the semiconductor industry at Bellcore and ATT Bell Labs in New Jersey. Dr. Meynadier received a degree in electrical engineering from Sup Télécom, Paris, and her Ph.D. in physics from Ecole Normale Supérieure Ulm, Paris.
“We would like to welcome Marie to the ATEC team,” said Pat Miles, Chairman and Chief Executive Officer. “Her wealth of imaging expertise will be invaluable as we integrate EOS imaging and extend the technology to establish new standards in spine. We also look forward to leveraging Marie’s global leadership experience as we further develop and then execute ATEC’s strategy to expand into untapped international markets.”
About ATEC
ATEC, through its wholly owned subsidiaries, Alphatec Spine, Inc., EOS imaging and SafeOp Surgical, Inc., is a medical device company dedicated to revolutionizing the approach to spine surgery through clinical distinction. ATEC’s Organic Innovation MachineTM is focused on developing new approaches that integrate seamlessly with the Company’s expanding AlphaInformatiX Platform to better inform surgery and more safely and reproducibly achieve the goals of spine surgery. ATEC’s vision is to become the Standard Bearer in Spine. For more information, visit us at www.atecspine.com.
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Such statements are based on management's current expectations and the Company cautions investors that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements. Forward-looking statements include, but are not limited to, references to the Company’s expectations with respect to the benefits and synergies of the acquisition of EOS imaging, S.A. and the Company’s future expansion strategies. Important factors that could cause actual results to differ from those expressed or implied by such forward-looking statements can be found in the Company's most recent annual report, and any subsequent quarterly and current reports, filed with the Securities and Exchange Commission. ATEC disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
Investor/Media Contact:
Tina Jacobsen, CFA
Investor Relations
(760) 494-6790
investorrelations@atecspine.com
Company Contact:
J. Todd Koning
Chief Financial Officer
Alphatec Holdings, Inc.
investorrelations@atecspine.com