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): November 6, 2007
Orthofix
International N.V.
(Exact
name of Registrant as specified in its charter)
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Netherlands
Antilles
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0-19961
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N/A
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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
Number)
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________________________
7
Abraham
de Veerstraat
Curacao
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Netherlands
Antilles
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: 011-59-99-465-8525
_________________________
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 (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-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))
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
November 6, 2007, Orthofix International N.V. (the “Company”) announced
that Timothy M. Adams, 48, has been appointed Chief Financial Officer of
the
Company effective as of November 19, 2007. In conjunction with such
responsibilities, Mr. Adams will also serve as Senior Vice President, Treasurer
and Assistant Secretary of the Company. A copy of the November 6,
2007 press release is attached hereto as Exhibit 99.1, and is hereby
incorporated by reference.
Since
2004, Mr. Adams had been employed as the Chief Financial Officer of Cytyc
Corp.,
a global medical device and diagnostics company that was acquired last month
by
Hologic, Inc. From 2002 to 2004, he was Chief Financial Officer of
Modus Media International, Inc., a global supply chain management company
serving the high technology and broadband markets.
Effective
November 19, 2007, Mr. Adams has entered into an employment agreement (the
“Agreement”) with the Company’s main operating subsidiary, Orthofix,
Inc., pursuant to which he will be compensated with a base salary of $350,000
per year and will be eligible to receive incentive compensation of between
45%
and 67.5% of his base salary pursuant to the Company’s annual incentive
program. As an additional inducement for him to enter into the
Agreement, Mr. Adams will be granted (a) 125,000 stock options, which will
vest
in one-third increments beginning on the first anniversary of his date of
employment and (b) 25,000 stock options, all of which 25,000 stock options
will
vest on the third anniversary of his date of employment. The stock
options will be granted under the Company’s Amended and Restated 2004 Long Term
Incentive Plan (the “Plan”) on the date Mr. Adams commences employment
and will be subject in all respects to the terms and conditions of the Company’s
stock option agreement for non-qualified stock options. The exercise
price of the stock options will be determined based on the fair market value
of
the Company’s common stock when Mr. Adams commences his employment, all in
accordance with the Company’s stock option grant policies under the
Plan. The initial term of the Agreement will commence on November 19,
2007 and will last through April 1, 2009, with automatic one-year renewals
on
April 1, 2009 and April 1, 2010 unless either party notifies the other party
of
its intention not to renew at least 180 days prior to a renewal period as
set
forth in the Agreement. The Agreement further provides that if a
change of control occurs (as that term is defined in the Agreement), the
Agreement will automatically be extended for two years only from the change
of
control date (as that term is defined in the Agreement). Other than
the specifics set forth above, the Agreement is substantially similar to
those
of the other senior officers of the Company who have employment agreements
(other than the Company’s CEO), including as it relates to payments or other
benefits resulting from a separation of employment or following a change
in
control. A detailed description of the terms of such employment
agreements is set forth in the Company’s 2007 proxy statement under the headings
“Agreements with Named Executive Officers” and “Potential Payments Upon
Termination or Change of Control” and elsewhere therein. A copy of
the Agreement is attached hereto as Exhibit 10.1, and is hereby incorporated
by
reference.
Upon
Mr.
Adams commencing employment with the Company, Tom Hein will cease serving
as
Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
of
the Company. As set forth in the press release, Tom Hein, who has
served as Orthofix’s Chief Financial Officer since July 1, 2002, will remain
with the Company as Executive Vice President of Finance and continue to play
a
leadership role within the financial and accounting functions, assisting
with
the transition and the execution of the Company’s strategic
objectives.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
of Document
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Employment
Agreement between Orthofix International N.V. and Timothy M. Adams
effective November 19, 2007.
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November
6, 2007 Press Release regarding appointment of Timothy M. Adams
as Chief
Financial Officer of the Company.
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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.
ORTHOFIX
INTERNATIONAL N.V.
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By:
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/s/
Raymond
C. Kolls |
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Name:
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Raymond
C. Kolls
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Title:
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Senior
Vice President, General Counsel & Corporate Secretary
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