UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 15, 2016
ALPHATEC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 000-52024 | 20-2463898 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
5818 El Camino Real, Carlsbad, CA | 92008 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (760) 431-9286
(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 (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 8.01. Other Events.
This Current Report on Form 8-K is being filed to provide an update with respect to the anticipated closing of the transactions contemplated by that certain purchase and sale agreement (the “Purchase and Sale Agreement”) between the Alphatec Holdings, Inc. (the “Company”) and Globus Medical Ireland, Ltd. (the “Buyer”), a subsidiary of Globus Medical, Inc. Based on the Company’s current estimate of: (i) the timing to complete the operational and systems transfer activities that were a condition to closing; and (ii) the timing to achieve the satisfaction of the remaining conditions to closing, the Company currently anticipates that the closing could occur as soon as early to mid-September 2016. The closing of the transaction remains subject to the satisfaction of the closing conditions set forth in the Purchase and Sale Agreement.
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The Company cautions you that statements included in this Current Report on Form 8-K that are not a description of historical facts are 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 are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company cautions you 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 as a result of various factors. Forward looking statements include the references to the timing and likelihood of the Closing occurring. The important factors that could cause actual operating results to differ significantly from those expressed or implied by such forward-looking statements include, but are not limited to: the Company’s and the Buyer’s ability to satisfy the conditions to closing for the proposed transaction on the anticipated timeline or at all; disruption of the Company’s business and diversion of its management’s time and attention in order to transition the international business and close the transaction; and other risks detailed in the Company’s public periodic filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement.
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.
ALPHATEC HOLDINGS, INC. (Registrant) | ||||
Date: August 15, 2016 | /s/ Ebun S. Garner, Esq. | |||
Ebun S. Garner, Esq. | ||||
General Counsel and Senior Vice President | ||||