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): October 15,
2010
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Bacterin International Holdings,
Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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(State
or Other Jurisdiction of
Incorporation)
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333-158426
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20-5313323
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(Commission
File Number)
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(IRS
Employer Identification No.)
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600 Cruiser Lane
Belgrade,
Montana
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59714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(406) 388-0480
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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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))
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ITEM 5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
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Resignation
of Directors
Messrs.
Ken Calligar, Daniel Frank and Gary Simon have resigned from their positions as
members of the Board of Directors of Bacterin International Holdings, Inc. (the
“Company”). Ken Calligar and Daniel Frank resigned on October 15,
2010 and Gary Simon resigned on October 19, 2010.
Appointment
of Directors
Effective
as of October 21, 2010, the remaining members of the Company’s Board of
Directors elected Michael Lopach and Jon Wickwire to fill two of the vacancies
on the Company’s Board.
Mr.
Lopach is a certified public accountant with over 30 years of accounting
experience. Mr. Lopach spent 27 years of his career with Galusha,
Higgens, Galusha & Co., the largest privately held accounting firm in
Montana and northern Idaho, where he served as president and CEO. In
1999, Mr. Lopach founded Lopach & Carparelli PC, an accounting firm that
focuses on medical practitioners. Mr. Lopach received his MBA from
the University of Notre Dame. Mr. Lopach will serve as chairman of
the Board’s Audit Committee.
Mr.
Wickwire is an attorney and founding shareholder of Wickwire Gavin, P.C., a
national construction law firm which merged with Akerman Senterfitt, one of the
top 100 law firms in the United States. Mr. Wickwire served as lead
counsel on major infrastructure litigation and alternative dispute resolutions,
both domestically and internationally, throughout his 35 year career, and was
the founding fellow of the American College of Construction
Lawyers. Mr. Wickwire also served as the founding chairman of the
College of Scheduling, an organization dedicated to advancing the techniques,
practice and profession of project scheduling, and has authored several books
and articles on construction and public contract law, including Construction Management: Law and Practice
and The Construction Subcontracting
Manual: Practice Guide with Forms. Mr. Wickwire is
a graduate of the University of Maryland and Georgetown University Law
Center. Mr. Wickwire has been a shareholder of the Company for
approximately 5 years and has participated is several rounds of
financing. Mr. Wickwire will serve as chairman of the Corporate
Governance and Nominating Committees.
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Item 7.01
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Regulation
FD Disclosure.
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A copy of
the press release announcing the matters described in Item 5.02 above is
attached as Exhibit 99.1 and incorporated herein. The information in
this Item 7.01 and the document attached as Exhibit 99.1 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.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No
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Description
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99.1
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Press
Release of Bacterin International Holdings, Inc., dated October 21, 2010
entitled “Bacterin International Reconstitutes its Board of Directors and
Appoints Experienced Legal and Financial
Professionals”
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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.
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Dated: October
21, 2010
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BACTERIN INTERNATIONAL
HOLDINGS, INC.
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By: /s/
Guy S. Cook
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Name: Guy
S. Cook
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Title: President
and Chief Executive Officer
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Bacterin
International Reconstitutes its Board of Directors and
Appoints
Experienced Legal and Financial Professionals
BELGRADE, MT, – October 22, 2010 – Bacterin International Holdings,
Inc. (OTCBB: BIHI) (“Bacterin”), a developer of anti-infective coatings
for medical applications and revolutionary bone graft material, today announced
that it has confirmed the appointment of Jon M. Wickwire, a distinguished
Washington D.C. based attorney and Michael A. Lopach, a CPA and founder of
Lopach & Carparelli, to its Board of Directors. Effective
immediately, Mr. Wickwire will assume of the duties of chairman of the Corporate
Governance and Nominating Committees and Mr. Lopach has accepted the position as
chairman of the Board’s Audit Committee, while Mitch Godfrey, a longstanding
Bacterin Board member will chair the Compensation Committee. The two new members
replace departing members Daniel R. Frank, Gary M. Simon and Kenneth W. Calligar
who recently stepped down from the Board due to personal reasons.
“I want
to thank our three departing Board members for their zealous attention and
contribution to our launch as a public company. We wish these
gentlemen well in their future pursuits. The addition of Michael
Lopach, who comes with over 30 years of public accounting experience, reinforces
our financial governance, while Jon Wickwire adds a strong legal and project
structuring background to our board,” commented Guy Cook, Bacterin’s founder and
CEO. “During these early days as a public Board of Directors, it has
become clear that an odd number of members to the Board is imperative to
maintain the smooth operation of our company. Consequently we stand
today as a five member Board and heartily welcome Jon and Mike who we believe
bring critical skills to our company as we enter an accelerated growth
stage.”
Jon
Wickwire, an attorney and a founding shareholder of Wickwire Gavin, P.C., a
national construction law firm which merged with Akerman Senterfitt, one of the
top 100 law firms in the United States. Mr. Wickwire served as lead counsel on
major infrastructure litigation and alternative dispute resolutions, both
domestically and internationally, throughout his 35 year career. He
served as the founding chairman of the College of Scheduling, an organization
dedicated to advancing the techniques, practice and profession of project
scheduling. Mr. Wickwire was the founding fellow of the American
College of Construction Lawyers. He was guest speaker at numerous
industry conferences and authored several books and articles on construction and
public contract law, including Construction Management: Law and
Practice and The
Construction Subcontracting Manual: Practice Guide with
Forms. Mr. Wickwire is a graduate of the University of
Maryland and Georgetown University Law Center.
Michael
Lopach spent 27 years of his career with Galusha, Higgens, Galusha & Co.,
the largest privately held accounting firm in Montana and northern Idaho, a firm
establish in 1919 that employs 60 accounting professionals in six offices, where
he served as president and CEO. In 1999, Mr. Lopach founded Lopach
& Carparelli PC, an accounting firm that focuses on medical practitioners.
He is a certified public account and received his MBA from the University of
Notre Dame.
Commenting
on his appointment, Jon Wickwire said, “I have been an investor in Bacterin for
over five years and am a firm believer in the company’s future. I see
Bacterin as an industry leader in the field of biologics as well as coatings and
consider my participation on the company’s board as an opportunity to contribute
to the cultivation of a meaningful advancement in bioactive coatings and
allografts that will enrich the biologics industry, the medical community and
the patients it serves.”
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 on medical devices drug delivery,
local (as opposed to systemic) pain management, and anti-thrombotic factors for
medical device applications.
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.
Contact:
Yvonne L.
Zappulla
Managing
Director
Grannus
Financial Advisors, Inc.
212-681-4108
or
Guy
Cook
President
& CEO
Bacterin
International Holdings, Inc.
406-388-0480
gcook@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 about the Company’s earnings release and its expectations based
on the results of second quarter of 2010, including reductions in expenses and
increases in revenues due to among other things, the anticipated growth of its
sales force. 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.