ALPHATEC HOLDINGS, INC. (NASDAQ:ATEC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective March6, 2017, Jeffrey G. Black was appointed the
Executive Vice President Chief Financial Officer of Alphatec
Holdings, Inc. (the Company) and Alphatec Spine Inc.
Mr.Black, age 48, most recently served as the Chief Financial
Officer of Applied Proteomics, Inc., a company that develops
novel, non-invasive diagnostics using a proteomics-based
platform, since September 2015. Prior to that, Mr.Black was the
Chief Financial Officer of AltheaDx, Inc., a molecular
diagnostics company specializing in pharmacogenetic testing, from
April 2014 to September 2015. Mr.Black served as Chief Financial
Officer of Verenium Corporation, a biotechnology company focused
on the development and commercialization of high-performance
enzymes for use in industrial processes, from March 2011 until
its acquisition by BASF Corporation in December 2013, and as
Chief Accounting Officer of Verenium Corporation from 2005 to
March 2011. From 2003 to 2005, Mr.Black served as Executive
Director of Accounting and Corporate Controller of Ionis
Pharmaceuticals, Inc. (formerly Isis Pharmaceuticals, Inc.). From
2000 to 2003, Mr.Black was a Principal and Interim Financial
Executive of Regent Pacific Management Corporation, a financial
advisory firm through which he served as Vice President of
Finance and Corporate Controller of Clarent Corporation, and Vice
President and Corporate Controller of Accelerated Networks, Inc.,
both telecommunications technology companies. Mr.Black is a
certified public accountant (inactive) and began his career with
Ernst Young LLP. Mr.Black currently serves on the board of
directors of Cellana, Inc., a privately held biotechnology
company. Mr.Black holds a Bachelors degree in business from the
University of Arizona.
Dennis Nelson, the Companys Vice President, Finance and Corporate
Controller, will continue to serve as the Companys principal
financial and accounting officer for filings under the Securities
Act of 1933 and the Securities Exchange Act of 1934, as amended
(the Exchange Act), until the date the Company files its Annual
Report on Form 10-K for the fiscal year ended December31, 2016,
which filing will be made later this month. Following such
filing, Mr.Black will begin to serve as the Companys principal
financial and accounting officer, replacing Mr.Nelson in such
capacities.
There are no family relationships between Mr.Black and any
director or executive officer of the Company, and he has no
direct or indirect material interest in any transaction required
to be disclosed to Item404(a) of Regulation S-K.
In connection with his appointment, the Company entered into an
employment letter agreement with Mr.Black, effective as of
March6, 2017, setting forth Mr.Blacks compensation and certain
other terms. Mr.Blacks employment is at-will. to his employment
letter agreement, Mr.Black will be paid an annual base salary of
$350,000 and he will be eligible to receive an annual target cash
bonus equal to 70% of his annual base salary upon the Companys
and his achievement of goals to be established by the Companys
Board of Directors (the Board) and Chief Executive Officer each
fiscal year. Mr.Black is also entitled to participate in all of
the Companys benefits programs available to management employees
and to receive reimbursement of reasonable expenses he incurs in
connection with his service to the Company.
to the employment letter agreement, in connection with the
commencement of his employment on March6, 2017, Mr.Black will
receive restricted stock units (RSUs) covering 75,000 shares of
the Companys common stock (with the grant of such RSUs made
subject to, and effective on, the date on which the Company files
a Registration Statement on Form S-8 registering the shares of
common stock issuable upon settlement of the RSUs, which filing
is expected to occur later this month) and stock options to
purchase up to 75,000 shares of the Companys common stock as
employment inducement awards, each under the Companys 2016
Employment Inducement Award Plan (as amended, the Inducement
Plan), for which the Board approved an amendment in
order to increase the shares reserved thereunder by 600,000
shares to 1,550,000 shares, effective February21, 2017. Such
awards were granted to Mr.Black as a material inducement to his
entering into employment with the Company, to NASDAQ rules. The
RSUs will vest in equal installments on each of the first four
anniversaries of Mr.Blacks first date of employment, subject to
Mr.Blacks continued service with the Company through the
applicable vesting date. The stock options will have an exercise
price equal to the closing price of the Companys common stock on
the date of grant and will vest over four years, with 25% of the
options vesting on the first anniversary of the date of grant and
the remainder of the options vesting monthly over the subsequent
three years, subject to Mr.Blacks continued service with the
Company through the applicable vesting date. In addition, the
RSUs and the stock options will fully vest upon a change in
control (as defined in the Inducement Plan) of the Company.
The Company and Mr.Black also entered into a severance agreement
and a change in control agreement, each effective March6, 2017.
The severance agreement provides that in the event Mr.Blacks
employment is terminated without cause, he will be eligible to
receive the following severance and other benefits, subject to
his execution of a release of claims against the Company and
certain other conditions: (a)the payment of cash severance in a
lump sum equal to one times his regular annual base salary;
(b)the Company will pay premiums for the continuation of his
health and dental insurance coverage to COBRA for a period of 18
months; and (c)the post-termination exercise period for any
vested stock options held by Mr.Black at the date of termination
will be extended through the later of (i)90 days after his date
of termination or (ii)the remaining term of such awards.
Under the change in control agreement, in the event Mr.Blacks
employment is terminated without cause or for good reason (as
defined in the agreement), and such termination occurs within 24
months following a change in control (as defined in the
agreement), he will be eligible to receive the following
severance and other benefits, subject to his execution of a
release of claims against the Company: (a)the payment of cash
severance in a lump sum equal to the sum of (x)one times his
regular annual base salary, and (y)the greater of (i)his annual
target bonus in effect in the calendar year in which the
termination of employment occurs or (ii)the highest annual bonus
paid to Mr.Black of the three bonuses paid to him prior to his
termination; (b)a prorated portion (based on the number of
calendar months that have elapsed during the calendar year in
which the date of termination occurs, up to a maximum of 6
months) of the highest grant date fair value of any long-term
incentive award (cash and/or equity-based) granted to Mr.Black in
the three calendar year period prior to the calendar year in
which the termination date occurs; (c)a prorated portion (based
on the number of calendar months that have elapsed during the
calendar year in which the date of termination occurs) of the
greater of (x)the annual target bonus in effect in the calendar
year in which the termination of employment occurs or (y)the
highest annual bonus paid to Mr.Black of the three bonuses paid
to him prior to his termination; (d)the Company will pay premiums
for the continuation of his health and dental insurance coverage
to COBRA for a period of 12 months; (e)all of his outstanding
equity awards will vest (with any performance awards vesting as
set forth in the applicable award agreements); and (f)the
post-termination exercise period for any vested stock options
held by Mr.Black at the date of termination will be extended
through the later of (x)24 months after his date of termination
or (y)the remaining term of such awards (provided that if his
stock options are terminated or cashed-out in connection with a
change in control, he shall receive a lump sum cash payment equal
to the time value of such stock options (i.e., as determined
under the Black-Scholes method) inclusive of the economic value
for the extended post-termination exercise period.
The foregoing description of the employment letter agreement,
severance agreement, and change in control agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of such agreements, copies of which
will be filed with the Companys Quarterly Report on Form 10-Q for
the quarter ending March31, 2017.
On March6, 2017, the Company issued a press release announcing
Mr.Blacks appointment, which is attached hereto as Exhibit 99.1.
The information contained in Exhibit 99.1 shall not be deemed
filed for purposes of Section18 of 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
provided by specific reference in such a filing.
Item9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
|
ExhibitNo. |
Description |
|
| 99.1 | Press Release, dated March 6, 2017 |
About ALPHATEC HOLDINGS, INC. (NASDAQ:ATEC)
Alphatec Holdings, Inc. is a medical technology company. The Company through its subsidiary, Alphatec Spine, Inc. and its subsidiaries, designs, develops, manufactures and markets products for the surgical treatment of spine disorders. Its product portfolio and pipeline addresses the cervical, thoracolumbar and intervertebral regions of the spine and covers a range of spinal disorders and surgical procedures. Its products include Cervical and Cervico-Thoracic Products, which include Trestle Luxe Anterior Cervical Plate System and Pegasus Anchored Cervical Interbody; Thoracolumbar Fixation Products, which include Arsenal Degenerative System and OsseoScrew Spinal Fixation System; Spinal Spacers, which include Battalion Universal Spacer System and Alphatec Solus Locking ALIF Spinal Spacer; minimally invasive surgery Products, which include Illico Minimally Invasive Surgery System and BridgePoint Spinous Process Fixation System, and Biologics, which include Neocore Osteoconductive Matrix. ALPHATEC HOLDINGS, INC. (NASDAQ:ATEC) Recent Trading Information
ALPHATEC HOLDINGS, INC. (NASDAQ:ATEC) closed its last trading session down -0.48 at 4.10 with 190,554 shares trading hands.