RTI SURGICAL, INC (NASDAQ:RTIX) 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
In a Current Report on Form 8-K filed by RTI Surgical, Inc. (the
Company) on August16, 2016, the Company disclosed that, on
August15, 2016, Brian K. Hutchison informed the Companys Board of
Directors (the Board) of his decision to retire from his
positions with the Company and to step down as a Director. Prior
to such retirement and stepping down as a Director, however,
Mr.Hutchison was to continue to serve in his then-current
capacities for a to-be-determined transition period.
On December13, 2016, Mr.Hutchison and the Board mutually agreed
to end the transition period and that he step down as a Director
and retire as President and Chief Executive Officer, effective
December16, 2016. Mr.Hutchisons resignation was not due to any
disagreement with the Company on any matter relating to the
Companys operations, policies, or practices.
In connection with Mr.Hutchisons departure, and subject to the
terms of his Executive Transition Agreement, dated August29, 2012
and filed as Exhibit 10.2 to the Companys Current Report on Form
8-K filed on September4, 2012 (the Transition Agreement), and his
Executive Separation Agreement, dated August15, 2016 and filed as
Exhibit 10.1 to the Companys Current Report on Form 8-K filed on
August15, 2016 (the Separation Agreement), Mr.Hutchison will
enter into the Release Agreement with the Company. to the Release
Agreement, Mr.Hutchison will, in consideration for the
compensation to which he is entitled under the Transition
Agreement and the Separation Agreement, enter into a release with
the Company. The foregoing description of the Release Agreement
is qualified in its entirety by reference to the full text of the
form of Release Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Also on December13, 2016, the Board appointed Robert P. Jordheim,
the Companys current Executive Vice President and Chief Financial
Officer, to serve as the Companys interim President and Chief
Executive Officer, effective December17, 2016, until such time as
a permanent replacement President and Chief Executive Officer is
appointed.
Mr.Jordheim joined RTI in June 2010 as Executive Vice President
and Chief Financial Officer, and in that role, he oversaw all
aspects of finance for the company. Mr.Jordheim has extensive
corporate finance experience, including 17 years with Medtronic,
Inc. Most recently, he served as Vice President, Finance and
Business Development for Medtronics Spinal and Biologics business
unit. Previously, he served as Vice President, Finance for
Medtronics Surgical Technologies business unit. His tenure with
Medtronic also included responsibilities in corporate development
and international experience gained through a 5-year assignment
in Europe. Prior to his tenure at Medtronic, Mr.Jordheim served
as Manager of External Reporting at The Fairchild Corporation and
as an auditor for Deloitte Touche LLP. Mr.Jordheim earned a
bachelors degree in business administration from Southern
Methodist University and a masters degree in business
administration from the University of Pittsburgh with a
concentration in finance.
Also on December13, 2016, the Board appointed Johannes W. Louw,
the Companys current Vice President of Finance and Controller, to
serve as the Companys interim Chief Financial Officer, effective
December17, 2016, until such time as Mr.Jordheim resumes his
duties as Chief Financial Officer.
Mr.Louw joined the RTI finance team in June 2003. Most recently,
he served as Vice President of Finance and Corporate Controller.
During his tenure with the Company, his responsibilities have
included leading roles in the Companys business development
activities, financing and implementation and oversight of the
Companys internal control over financial reporting to the
Sarbanes-Oxley Act of 2002. Prior to his tenure at the Company,
Mr.Louw served as an auditor for Deloitte Touche LLP both
domestically and internationally. Mr.Louw earned bachelor degrees
in Commerce and Computer Science from the University of Cape Town
and a masters degree equivalent postgraduate diploma in
accounting from the University of Cape Town. Mr.Louw is a
Certified Public Accountant.
At this time, no determination has been made as to whether
Mr.Jordheim or Mr.Louw will receive any grant or additional
compensation in connection with their respective interim
positions. Upon any such determination, an amendment to this
Current Report on Form 8-K will be filed under the applicable
rules.
Item7.01.Regulation FD Disclosure.
On December14, 2016, the Company issued a press release
announcing the retirement of Mr.Hutchison, the appointment of
Mr.Jordheim as the interim President and Chief Executive Officer,
and the appointment of Mr.Louw as the interim Chief Financial
Officer. A copy of the press release is furnished as Exhibit 99.1
hereto and is incorporated herein by reference. The information
furnished herewith to Item7.01 of this Current Report on Form
8-K, including Exhibit 99.1, shall not be deemed to be filed for
purposes of Section18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section. The information furnished to
Item7.01 of this Current Report shall not be incorporated by
reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, whether made before or after the
date of this Current Report on Form 8-K, regardless of any
general incorporation language in the filing.
Item9.01.Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Form of Release Agreement. | |
| 99.1 | Press Release, dated December 14, 2016. |
About RTI SURGICAL, INC (NASDAQ:RTIX)
RTI Surgical, Inc. is engaged in producing orthopedic and other surgical implants that repair and promote the natural healing of human bone and other human tissues. The Company uses natural tissues, metals and synthetics process to produce its products. The Company’s business primarily consists of six categories, such as spine, sports medicine, ortho fixation, bone graft substitutes and general orthopedic (BGS and general orthopedic), dental and surgical specialties. It processes donated human musculoskeletal and other tissue, including bone, cartilage, tendon, ligament, fascia lata, pericardium, sclera and dermal tissue, and bovine and porcine animal tissue in producing allograft and xenograft implants utilizing BIOCLEANSE, TUTOPLAST and CANCELLE SP sterilization processes, and manufactures metal and synthetic implants for distribution to hospitals and surgeons. The Company distributes its implants and services in approximately 50 states and in over 45 countries across the world. RTI SURGICAL, INC (NASDAQ:RTIX) Recent Trading Information
RTI SURGICAL, INC (NASDAQ:RTIX) closed its last trading session down -0.05 at 3.40 with 114,404 shares trading hands.