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EX-99.1 - PRESS RELEASE - RTI SURGICAL, INC.dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 20, 2010

 

 

RTI BIOLOGICS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   0-31271   59-3466543

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

11621 Research Circle, Alachua, Florida   32615
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (386) 418-8888

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)

 

¨ 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))

 

 

 


EXPLANATORY NOTE

We are filing this Amendment (“Form 8–K/A”) to our Current Report on Form 8-K dated July 20, 2010, filed with the Securities and Exchange Commission (“SEC”) on July 22, 2010 (“Form 8–K”), for the purposes of supplementing the information in Item 5.02 of the Form 8-K to include information regarding an option grant awarded to our newly elected director, Dean H. Bergy, and to clarify his compensation arrangements for serving as a director and as chairman of the audit committee. All other information contained in the Form 8-K, including the exhibit filed therewith, remains unchanged and is restated herein and refiled herewith.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors

On July 20, 2010, the board of directors of RTI Biologics, Inc. (the “Company”) elected Dean H. Bergy of Stryker Corporation as a new member of the board of directors. Mr. Bergy will serve as a Class II director and as chairman of the audit committee. In connection with the election of Mr. Bergy to the board of directors, on July 20, 2010, Mr. Bergy was awarded an option to purchase 25,000 shares of the Company’s common stock with an exercise price equal to $2.81 vesting in full on the first anniversary of the date of grant under the Company’s 2010 Equity Incentive Plan. Mr. Bergy will be compensated on the same terms as the Company’s other non-employee directors, including an annual retainer of $25,000 (paid in quarterly installments), and will receive additional compensation of $15,000 for serving as chairman of the audit committee, as more fully described under Director Compensation in the Company’s definitive proxy statement as filed with the SEC on March 19, 2010.

There is no understanding or arrangement between Mr. Bergy and any other person or persons with respect to his election as director and there are no family relationships between Mr. Bergy and any other director or executive officer or person nominated or chosen to become a director or executive officer. There have been no transactions, nor are there any currently proposed transactions, to which the Company was or is to be a party in which Mr. Bergy or any member of his immediate family had, or will have, a direct or indirect material interest.

For more information about Mr. Bergy, including a brief description of his business experience, reference is made to the Company’s press release dated July 22, 2010, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

 

99.1    Press Release issued by the Company dated July 22, 2010.


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.

 

    RTI BIOLOGICS, INC.
Date: July 23, 2010   By:  

/s/ Robert P. Jordheim

  Name:   Robert P. Jordheim
  Title:   Executive Vice President and Chief Financial Officer