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): March 18, 2011
|
Bacterin International Holdings, Inc.
|
|
|
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
Delaware
|
|
|
(State or Other Jurisdiction of Incorporation)
|
|
|
001-34951
|
20-5313323
|
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
600 Cruiser Lane
Belgrade, Montana
|
59714
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
(406) 388-0480
|
|
|
(Registrant’s Telephone Number, Including Area Code)
|
|
|
(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 7.01 Regulation FD Disclosure.
Bacterin International Holdings, Inc. (the “Company”) has entered into a non-binding letter of intent to acquire assets of Robinson MedSurg LLC, and a copy of a press release entitled “Bacterin International Signs LOI to Acquire Assets of Robinson MedSurg LLC” is attached as Exhibit 99.1 and incorporated herein. The Company also released scheduling information regarding its conference call to discuss fourth quarter and full year 2010 financial results, and a copy of a press release entitled “Bacterin International Holdings, Inc. Schedules Conference Call to Present Fourth Quarter and Full Year 2010 Financial Results” is attached as Exhibit 99.2 and incorporated herein.
The information in this Item 7.01 and the documents attached as Exhibits 99.1 and 99.2 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
This Form 8-K contains forward-looking statements that are subject to various assumptions, risks and uncertainties. These forward-looking statements include statements regarding the Company’s expectation that the transaction proposed in the non-binding letter of intent will occur. The Company believes that its expectations, as expressed in these statements are based on reasonable assumptions regarding the risks and uncertainties inherent in achieving those expectations. These statements are not, however, guarantees of future performance and actual results may differ materially. Risks and uncertainties which may cause actual results to be different than expressed or implied in our forward-looking statements include, but are not limited to, the risk factors
described under the heading “Risk Factors” in Amendment No. 5 to our Form S-1 filed February 9, 2011. The Company expressly disclaims any current intention to update any forward-looking statements as a result of new information or future events or developments.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No
|
Description
|
|
|
|
||
|
99.1
|
Press Release of Bacterin International Holdings, Inc., dated March 18, 2011 entitled “Bacterin International Signs LOI to Acquire Assets of Robinson MedSurg LLC”
|
|
|
99.2
|
Press Release of Bacterin International Holdings, Inc. dated March 17, 2011 entitled “Bacterin International Holdings, Inc. Schedules Conference Call to Present Fourth Quarter and Full Year 2010 Financial Results”
|
SIGNATURE
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.
|
Dated: March 18, 2011
|
BACTERIN INTERNATIONAL HOLDINGS, INC.
|
|
By: /s/ Guy S. Cook
|
|
|
Name: Guy S. Cook
|
|
|
Title: President and Chief Executive Officer
|
EXHIBIT INDEX
|
99.1
|
Press Release of Bacterin International Holdings, Inc., dated March 18, 2011 entitled “Bacterin International Signs LOI to Acquire Assets of Robinson MedSurg LLC”
|
|
|
99.2
|
Press Release of Bacterin International Holdings, Inc. dated March 17, 2011 entitled “Bacterin International Holdings, Inc. Schedules Conference Call to Present Fourth Quarter and Full Year 2010 Financial Results”
|
Bacterin International Signs LOI to Acquire Assets of Robinson MedSurg LLC
BELGRADE, MT, – March 18, 2011 – Bacterin International Holdings, Inc. (NYSE Amex: BONE) (“Bacterin”), a creator and developer of revolutionary bone graft material and anti-infective coatings for medical applications, today announced that it has agreed in terms to acquire Robinson MedSurg LLC, (“RMS”), a medical device distribution company focused primarily on maxillofacial and craniofacial surgery devices. The proposed transaction will involve an initial exchange of Bacterin common stock valued at $1,000,000 at the closing date, in exchange for all the assets of Robinson MedSurg LLC, including approximately $500,000 of inventory, existing commercial agreements and intellectual property. In addition,
upon the achievement of certain revenue goals by RMS over a two year period, additional Bacterin common stock valued at $1,000,000 may be remitted to RMS. The letter of intent is subject to final due diligence, the execution of definitive purchase documents and the approval of the Boards of Directors of both companies.
Commenting on the transaction, Guy Cook, chairman and CEO of Bacterin, said, “Dr. Robinson is a highly accomplished surgeon and thought leader in Cranio Maxillo Facial Reconstruction (“CMF”) and trauma to the face. We welcome his expertise to our company. The CMF market is large with metal sales totaling approximately $277 million annually. This proposed acquisition will be margin enhancing and importantly leverages our sales force, which will now have additional product to sell into the same call points. The RMS product has received approval at various marquee hospitals and approved vendor status is anticipated soon in the VA Hospital system.” Mr. Cook added, “It is our plan to expand the RMS distribution through our 60 company
sales reps and our 450 independent reps, as well as further enhance the RMS product line with our antimicrobial coatings. A number of months ago, we began the 510(k) process to add our coatings to the RMS product line. We believe this will add an additional and important differentiating IP protection to the product line and hope to receive approval in early 2012.”
Robinson MedSurg, founded in 2006 by Dr. Randolph C. Robinson, a dual board-certified craniofacial surgeon, is private medical device company located near Denver, Colorado. The company distributes implantable medical devices for maxillofacial, craniofacial, and orthopedic uses. Robinson MedSurg distributes complete compact bone plating systems; patented small bone generator and craniofacial bone generator distraction devices; and the Patent-pending QuickScrew™ system, a unique pre-loaded surgical screw delivery system that provides a new level of speed and convenience during surgery. The company has established a dynamic network of independent distributors throughout the United States, and has expanded this network globally.
Upon the completion of the proposed transaction, Dr Robinson, M.D., D.D.S., F.A.A.C.S. will enter into an agreement to support the business, bringing with him a wealth of experience from the cosmetic, dental and reconstructive facial surgery industries. In addition to authoring numerous publications covering surgery procedures and devices, Dr. Robinson also founded FACE the Challenge, a tax-exempt organization that provides free facial surgeries (primarily children) for people with deformities in developing countries, including South America and Asia.
Dr. Randolph C. Robinson stated, “I have been able to achieve remarkable results in reconstruction surgery with using Bacterin’s Osteosponge product line. This is a superior product enabling me to achieve results that I would never have been able to reach with any other product in the market. I have devoted a great deal of my professional life developing devices and techniques that have proven to achieve strong results. I am very enthusiastic about becoming part of Bacterin’s effort.”
Investor Contact:
Yvonne L. Zappulla
Managing Director
Grannus Financial Advisors, Inc.
212-681-4108
Yvonne@GrannusFinancial.com
or
Guy Cook
President & CEO
Bacterin International Holdings, Inc.
406-388-0480
gcook@bacterin.com
About Bacterin International Holdings, Inc.Bacterin International Holdings, Inc. (“the “Company” or “Bacterin”) develops, manufactures and markets biologics products to domestic and international markets. Bacterin’s proprietary methods optimize the growth factors in human allografts to create the ideal stem cell scaffold and promote bone and other tissue growth. These products are used in a variety of applications including enhancing fusion in spine surgery, relief of back pain with a facet joint stabilization, promotion of bone growth in foot and ankle surgery, promotion of skull healing
following neurosurgery and cartilage regeneration in knee and other joint surgeries.
Bacterin’s Medical Device division develops anti-microbial coatings based upon proprietary coating technologies. Bacterin develops, employs, and licenses bioactive coatings for various medical device applications. Bacterin’s strategic coating initiatives include antimicrobial coatings designed to inhibit biofilm formation and microbial contamination. Headquartered in Belgrade, Montana, Bacterin operates a 32,000 square foot., state-of-the-art, fully compliant and FDA registered facility, equipped with five "Class 100" clean rooms. For further information please visit www.bacterin.com.
This news release contains certain disclosures that may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to significant risks and uncertainties. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "continue," "efforts," "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "strategy," "will," "goal," "target," "prospects," "potential," "optimistic," "confident," "likely," "probable" or similar expressions or the negative thereof. These forward-looking statements are based on current expectations or beliefs and include, but are not limited to,
statements indicating the Company’s expectation that the proposed transaction will occur. Statements of historical fact also may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others: the Company's ability to meet its obligations under existing and anticipated contractual obligations; the Company's ability to develop, market, sell and distribute desirable applications, products and services and to protect its intellectual property; the ability and willingness of third-party manufacturers to timely and cost-effectively fulfill orders from the Company; the ability of the Company's customers to pay and the timeliness of such payments, particularly during recessionary periods; the Company's ability to obtain financing as and when needed; changes in consumer demands and preferences; the Company's ability
to attract and retain management and employees with appropriate skills and expertise; the impact of changes in market, legal and regulatory conditions and in the applicable business environment, including actions of competitors; and other factors. The Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.
Bacterin International Holdings, Inc. Schedules Conference Call
to Present Fourth Quarter and Full Year 2010 Financial Results
BELGRADE, MT, – March 17, 2011 – Bacterin International Holdings, Inc. (NYSE Amex: BONE) (“Bacterin”), announced today that it has scheduled a conference call for Tuesday, March 29, 2011 at 10:00 a.m. (ET) to discuss the Company’s financial results for its fourth quarter and full year 2010, which ended December 31, 2010. Bacterin International Holdings, Inc. intends to issue its earnings release after the market close on Monday, March 28, 2011.
Conference Call Details:
|
Date/Time:
|
Tuesday, March 29, 2011—10:00 a.m. (ET)
|
|
Telephone Number:
|
888-713-4216
|
|
International Dial-In Number:
|
617-213-4868
|
|
Participant Pass code:
|
74035725
|
|
Internet Access:
|
www.bacterin.com or www.earnings.com
|
It is recommended that participants phone-in at least 10 minutes before the call is scheduled to begin. Participants may pre-register for the call at https://www.theconferencingservice.com/prereg/key.process?key=PMQXFMDGD
Pre-registrants will be issued a pin number to use when dialing into the live call which will provide quick access to the conference by bypassing the operator upon connection. A replay of the conference call in its entirety will be available approximately one hour after its completion by dialing 888-286-8010 (U.S.), 617-801-6888 (International) and entering the pass code 98452278 and on the Internet at www.earnings.com.
Investor Contact:
Yvonne L. Zappulla
Managing Director
Grannus Financial Advisors, Inc.
212-681-4108
Yvonne@GrannusFinancial.com
About Bacterin International Holdings, Inc.
Bacterin International Holdings, Inc. (“Bacterin”) develops, manufactures and markets biologics products to domestic and international markets. Bacterin’s proprietary methods optimize the growth factors in human allografts to create the ideal stem cell scaffold and promote bone and other tissue growth. These products are used in a variety of applications including enhancing fusion in spine surgery, relief of back pain by facet joint stabilization, promotion of bone fusion in foot and ankle surgery, promotion of cranial healing following neurosurgery and subchondral bone defect repair in articulating joint surgeries.
Bacterin’s Medical Device division develops anti-microbial coatings based upon proprietary coating technologies. Bacterin develops, employs, and licenses bioactive coatings for various medical device applications. Bacterin’s strategic coating initiatives include antimicrobial coatings designed to inhibit biofilm formation and microbial contamination.
Headquartered in Belgrade, Montana, Bacterin operates a 32,000 square foot, state-of-the-art, fully compliant and FDA registered facility, equipped with four "Class 100" clean rooms. For further information please visit www.bacterin.com.
Certain statements in this news release may constitute “forward-looking” statements within the meaning of section 21E of the Securities and Exchange Act of 1934. The Company believes that its expectations, as expressed in these statements are based on reasonable assumptions regarding the risks and uncertainties inherent in achieving those expectations. These statements are not, however, guarantees of future performance and actual results may differ materially. Risk factors are listed in the most recent 8-K and Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission.