Orthofix International NV 8-K 12-5-2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): December 5,
2006
Orthofix
International N.V.
(Exact
name of Registrant as specified in its charter)
|
Netherlands
Antilles
|
0-19961
|
N/A
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
7
Abraham de Veerstraat
Curaçao
Netherlands
Antilles
|
N/A
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: 011-59-99-465-8525
|
¨
|
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.
Departure
and Election of Director
Robert
Gaines-Cooper retired as a director of Orthofix International N.V. on December
5, 2006. Mr. Gaines-Cooper’s retirement as a director was not related to any
disagreement with Orthofix International N.V. regarding any matter related
to
Orthofix International N.V.’s operations, policies or practices.
On
December 5, 2006, the Board of Directors of Orthofix International N.V.
appointed Orthofix International N.V.’s Group President and Chief Executive
Officer, Alan W. Milinazzo, as a director to fill the vacancy on the Board
of
Directors left by the retirement of Mr. Gaines-Cooper. Mr. Milinazzo will not
serve on any committees of the Board of Directors.
Deferred
Compensation Plan
On
December 5, 2006, the Board of Directors of Orthofix International N.V. (the
“Parent”) approved the adoption of the Orthofix Deferred Compensation Plan (the
“Plan”) by Orthofix Holdings, Inc. (the “Company”). The Plan will be effective
as of January 1, 2007 and may be amended or terminated at any time by the
Company or the Plan Administrator (as defined in the Plan) in its sole
discretion. All non-employee directors of the Parent, the Company and any
subsidiaries of the Parent or the Company that have been approved for
participation (the “Parent Group”) and a select group of management or highly
compensated employees of the Parent Group that will be designated by the
Company’s board of directors will be eligible to participate in the Plan (each
individually, a “Participant”). It is expected that the Company’s principal
executive officer, principal financial officer, named executive officers and
other executive officers, as well as non-employee directors, will be
Participants under the Plan from time to time. Under the Plan, Participants
may
elect to defer salary, bonus or director’s fees on a pre-tax basis. The minimum
deferral amount is $2,000 per Plan year and the maximum deferral amounts are
80%
of the Participant’s salary and 100% of bonuses and director’s fees. The Plan
year is the calendar year. The Plan is intended to be an unfunded Plan under
the
provisions of ERISA and although the amounts deferred are considered fully
vested, none of the Parent Group members are required to set aside funds for
the
payment of benefits under the Plan, such benefits being paid out of the general
assets of the Parent Group member that employs the particular Participant
receiving the benefit or for which the particular Participant serves as a
director. It is intended that the terms of the Plan will be interpreted and
applied to comply with Section 409A of the Internal Revenue Code of 1986, as
amended.
In
general, Participants may defer compensation under the Plan by submitting a
Participation Agreement (as defined in the Plan) to the Plan Administrator
by
December 31 of the calendar year immediately preceding the Plan year, and newly
eligible Participants may participate in a partial year by submitting such
an
agreement within 30 days of becoming eligible for participation in the Plan.
For
record keeping purposes, accounts shall be maintained for each Participant
to
reflect the amount of his or her deferrals and any hypothetical earnings or
losses on the deferrals. Participants must designate the portion of their
contributions to be allocated among the various independently established funds
and indexes chosen by the Plan Administrator (“Measurement Funds”) to measure
hypothetical earnings and losses on the deferred amounts. The balance credited
to each Participant’s account will be adjusted periodically to reflect the
hypothetical earnings and losses. The Company is not obligated to invest any
amount credited to a Participant’s account in such Measurement Funds or in any
other investment funds.
A
Participant may elect to receive an in-service distribution of the balance
credited to his Plan account in a lump sum or in a series of up to 10 annual
installments. In the event a Participant terminates employment with (or, in
the
case of a director, ceases to perform services for) the Parent Group for any
reason other than retirement or death, the Participant will receive a
distribution of the entire amount credited to his account in a single lump
sum.
In the case of a termination (or, in the case of a director, separation) due
to
retirement or in the case of a change in control, the Participant can elect
to
receive either a single lump sum or a series of annual installments over a
one,
three, five or ten year period. In the case of a termination (or, in the case
of
a director, separation) due to death or if a Participant experiences a
disability, the balance credited to the Participant’s account will be paid out
in a single lump sum, unless installment payments have already begun at the
time
a Participant dies. In such a case, such installments shall be continued as
originally elected unless the Participant’s beneficiary is a trust or estate, in
which case the remaining balance will be paid in a lump sum. Participants may
also petition the Plan Administrator to suspend any deferral contributions
being
made by the Participant and receive a payout from the Plan in the event of
an
Unforeseeable Emergency (as defined in the Plan). No Participant or beneficiary
may alienate, transfer, pledge or encumber Plan benefits prior to payment.
SIGNATURES
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.
|
ORTHOFIX
INTERNATIONAL N.V.
|
|
| |
|
|
By:
|
|
/s/
Thomas Hein
|
|
| |
|
Thomas
Hein
Chief
Financial Officer
|
|
Date:
December 11, 2006