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 additional information regarding the amendment and
restatement of the Companys 2016 Equity Incentive Award Plan and
the amendment and restatement of the 2007 Employee Stock Purchase
Plan, which, as reported in the Original Form 8-K, were approved
by the Companys stockholders at the Companys Annual Meeting of
Stockholders held June15, 2017. Stockholder approval of the
Equity Plan and the ESPP was previously disclosed in Item5.07 of
the Original Filing. This Current Report on Form 8-K/A amends and
restates in its entirety the Original Form 8-K. Except as
indicated above, no other changes were made to the Original Form
8-K.
Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May5, 2017, Alphatec Holdings, Inc. (the Company) filed a
Current Report on Form 8-K announcing that Leslie H. Cross, whose
term as a director on the Board of Directors expired at the
annual meeting of stockholders held on June15, 2017, had chosen
not to stand forre-electionat the annual meeting. In connection
with his departure from the Companys Board of Directors, Mr.Cross
and the Company entered into a Vesting Acceleration Agreement
(the Vesting Agreement). to the Vesting Agreement, as of June15,
2017, all outstanding options to purchase the Companys common
stock and any restricted common stock held by Mr.Cross as of
June15, 2017, became vested and exercisable. In addition, the
term during which Mr.Cross may exercise any stock option was
extended until the earlier of: (i)June15, 2019 (or the following
business day if such day is not a business day of the Company),
or (ii)the expiration date that would apply to such stock option.
This summary of the Vesting Agreement is qualified in its
entirety by reference to the full text of the Vesting Agreement,
which shall be filed as an exhibit to the Companys Quarterly
Report on Form10-Q for the period ended June30, 2017.
As described in Item5.07 below, at the Companys Annual Meeting of
Stockholders, the stockholders of the Company approved an
amendment and restatement of the Companys 2016 Equity Incentive
Award Plan (the Restated Plan) and an amendment and restatement
of the 2007 Employee Stock Purchase Plan (the Restated ESPP).
The Restated Plan modifies the Companys original 2016 Equity
Incentive Award Plan to (1)increase the shares available for
grant under the Restated Plan by 2,000,000, (2)extend the
expiration date of the Restated Plan to 2027, (3)increase the
maximum number of shares of Common Stock that may be granted to
any one participant during a one-year period to 500,000, and
(4)provide that the total aggregate value of cash compensation,
or other compensation, and the value (determined as of the grant
date in accordance with Financial Accounting Standards Board
Accounting Standards Codification Topic 718, or any successor
thereto) of awards granted to a non-employee director as
compensation for services as a non-employee director during any
fiscal year of the Company may not exceed $300,000 (which limit
shall be increased to $500,000 in the first fiscal year of a
non-employee directors service on the Companys Board of
Directors).
The Restated ESPP modifies the Companys original 2007 Employee
Stock Purchase Plan, as amended, to (1)increase the shares
available for issuance under the Restated ESPP by 500,000 and
(2)remove the evergreen provision that allowed for an annual
increase in the number of shares available for issuance
thereunder.
Copies of the Restated Plan and the Restated ESPP are attached
hereto as Exhibits 10.1 and 10.2, respectively, and are
incorporated into this Item5.02 by reference. The foregoing
summary is qualified in its entirety by the complete terms and
conditions of the Restated Plan and the Restated ESPP.
Descriptions of the material terms of the Restated Plan and the
Restated ESPP are included in the Companys definitive proxy
statement on Schedule 14A filed with the Securities and Exchange
Commission on May5, 2017.
Item5.07. |
Submission of Matters to a Vote of Security Holders |
On June15, 2017, the Company held its Annual Meeting of
Stockholders (the Annual Meeting). The Companys definitive proxy
statement for the Annual Meeting was filed with the U.S.
Securities and Exchange Commission (the SEC) on May5, 2017 and
describes in detail each of the seven proposed voting matters
(the Proposals) submitted to the Companys stockholders at the
Annual Meeting. As of April24, 2017, the record date of the
Annual Meeting, there were 10,857,773 outstanding shares of the
Companys common stock. At the Annual Meeting, a quorum of
7,091,091 shares of the Companys 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 Mortimer Berkowitz III, R.Ian
Molson, DavidH. Mowry, StephenE. ONeil, Terry M. Rich, Jeffrey P.
Rydin and Donald A. Williams to serve on the Companys Board of
Directors for a term of one year until the 2018 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:
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4,016,656 | 91,248 | 2,983,187 | |||
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3,923,119 | 184,785 | 2,983,187 | |||
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4,045,616 | 62,288 | 2,983,187 | |||
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3,953,167 | 154,737 | 2,983,187 | |||
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4,044,826 | 63,078 | 2,983,187 | |||
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4,035,152 | 72,752 | 2,983,187 | |||
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4,040,700 | 67,204 | 2,983,187 |
Proposal 2
The stockholders ratified the selection of Ernst Young LLP as our
independent registered public accounting firm for our fiscal year
ending December31, 2017 by the following vote:
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33,887 | 77,688 |
Proposal 3
The stockholders approved the amendment and restatement of the
Companys 2016 Equity Incentive Plan by the following vote:
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371,305 | 17,884 | 2,983,187 |
Proposal 4
The stockholders approved the amendment and restatement of the
Companys 2007 Employee Stock Purchase Plan by the following vote:
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47,744 | 3,200 | 2,983,187 |
Proposal 5
The stockholders approved, on a non-binding advisory basis, the
compensation of the Companys named executed officers by the
following vote:
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VotesAgainst |
Abstentions |
BrokerNon-Votes |
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67,344 | 19,626 | 2,983,187 |
Proposal 6
The stockholders approved, on a non-binding advisory basis,
holding the non-binding advisory vote on the compensation of the
Companys named executive officers on an annual basis by the
following vote:
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19,515 | 68,925 | 4,958 | 2,983,187 |
Proposal 7
The stockholders approved the issuance of up to an aggregate of
17,525,972 shares of common stock issuable upon the conversion of
outstanding shares of our Series A Convertible Preferred Stock
and the exercise of outstanding warrants by the following vote:
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68,813 | 3,019 | 2,983,187 |
No other items were presented for stockholder approval at the
Annual Meeting.
In light of the results of the stockholder vote on the frequency
of future non-binding advisory votes on the compensation of the
Companys named executive officers, and consistent with the
Companys recommendation, the Companys Board of Directors has
determined that the Company will hold a non-binding advisory vote
on executive compensation annually until the next required vote
on the frequency of future non-binding advisory votes on the
compensation of the Companys named executive officers.
Item9.01. |
Financial Statements and Exhibits |
(d) |
Exhibits. |
The following are filed as Exhibits to this Current Report on
Form 8-K.
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| 10.1 | Amended and Restated 2016 Equity Incentive Award Plan | |
| 10.2 | Amended and Restated 2007 Employee Stock Purchase Plan |
Alphatec Holdings, Inc. ExhibitEX-10.1 2 d418778dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 ALPHATEC HOLDINGS,…To view the full exhibit click here 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.