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): August 7, 2013
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 | 20-5313323 | |
| (Commission File Number) |
(IRS Employer Identification No.)
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600 Cruiser Lane Belgrade, Montana |
59714 | |
| (Address of Principal Executive Offices) |
(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)
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 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On August 7, 2013, the Company announced that Daniel Goldberger has agreed to become the Company’s next President and Chief Executive Officer. Mr. Goldberger is expected to begin his new role next week. Mr. Goldberger, age 54, has more than 25 years of experience as a leader of both publicly traded and privately held medical technology companies, with a proven track record of building revenue and profits through the introduction of market changing product innovations. He was most recently CEO and a director of Sound Surgical Technologies from April 2007 through its merger with Solta Medical (Nasdaq SLTM) in February 2013. Prior to that he was President/CEO and a director of Xcorporeal (Amex XCR) an innovator in portable dialysis and Glucon (private) a developer of glucose measurement technology and several other successful enterprises. Mr. Goldberger is a named inventor on more than 60 US patents. He holds a BS in Mechanical Engineering from the Massachusetts Institute of Technology and an MS in Mechanical Engineering from Stanford University.
Mr. Goldberger will receive an annual base salary of $400,000, plus incentive compensation as determined by the Board of Directors, including bonus compensation targeted at 50% to 70% of Mr. Goldberger’s base salary upon achievement of goals to be determined by the Board of Directors and an inducement grant of an option to purchase 2,000,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on the date of grant, vesting over five years with 20% vesting on the on the first anniversary of the date of grant and the remaining 80% vesting on a pro-rated monthly basis thereafter, subject to Board and NYSE MKT approval.
Other than the compensation described above, there are no related party transactions between the Company and Mr. Goldberger, and there are no family relationships among our directors and executive officers and any former or proposed directors or executive officers.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the matter 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.
| Exhibit No | Description | |
| 99.1 | Press Release of Bacterin International Holdings, Inc., dated August 7, 2013 entitled “Bacterin Announces New CEO” |
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: August 7, 2013 | BACTERIN INTERNATIONAL HOLDINGS, INC. |
| By: /s/ John Gandolfo | |
| Name: John Gandolfo | |
| Title: CFO and Interim Co-CEO |
EXHIBIT INDEX
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99.1
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Press Release of Bacterin International Holdings, Inc. dated August 7, 2013 entitled “Bacterin Announces New CEO” |
Exhibit 99.1
Bacterin Announces New CEO
BELGRADE, Montana , August 7, 2013 -- Bacterin International Holdings, Inc. (NYSE MKT: BONE), a leader in the development of revolutionary bone graft material and coatings for medical applications, today announced that Daniel "Dan" Goldberger has agreed to become the company’s new Chief Executive Officer. Dan is expected to start next week.
Dan has more than 25 years of experience in the medical technology and device industry. He was most recently CEO of Sound Surgical Technologies from April 2007 through its merger with Solta Medical (Nasdaq SLTM) in February 2013. During his career, he has held several executive leadership positions within the medical device industry; as the CEO and Director and Xcorporeal Inc. and President of Medical Group of OSI Systems.
Kent Swanson, Chairman of the Board said: “We are very excited and it is a great pleasure for us to welcome Dan Goldberger to Bacterin International. As the Company’s CEO, he will be responsible for delivering sustainable top-line growth, and achieving profitability. His deep knowledge of the industry as well as his extensive experience in sales and marketing and operations as well as financial transformations will be pivotal in helping the company achieve its strategic objectives, while meeting customer needs.”
Dan Goldberger commented: “Bacterin International is a formidable competitor in this burgeoning biologics and regenerative medicine space with an immense array of products and manufacturing capabilities. I am impressed with the foundation of business for which I have been given the responsibility to lead. I look forward to working with the company’s employees and customers, and driving the business into sustained profitability for its customers, employees and shareholders.”
Dan is a named inventor on more than 60 US patents. He holds a BS in Mechanical Engineering from the Massachusetts Institute of Technology and an MS in Mechanical Engineering from Stanford University.
About Bacterin International Holdings
Bacterin International Holdings, Inc. (NYSE MKT: BONE) 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 to promote bone, subchondral repair and dermal growth. These products are used in a variety of applications including enhancing fusion in spine surgery, relief of back pain, promotion of bone growth in foot and ankle surgery, promotion of cranial healing following neurosurgery and subchondral repair in knee and other joint surgeries.
Bacterin's Medical Device division develops and licenses coatings for various medical device applications. For further information, please visit www.bacterin.com.
Important Cautions Regarding Forward-looking Statements
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. 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 risk factors listed in the Company's Annual Report on Form 10-K and Quarterly Report on Form 10-Q under the heading "Risk 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.
Investor Contact:
COCKRELL GROUP
Rich Cockrell
877-889-1972
investorrelations@thecockrellgroup.com
cockrellgroup.com