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 15, 2017
OrthoPediatrics Corp. |
(Exact name of registrant as specified in its charter) |
Delaware |
(State or other jurisdiction of incorporation) |
001-38242 | 26-1761833 |
(Commission File Number) | (I.R.S. Employer Identification Number) |
2850 Frontier Drive Warsaw, Indiana | 46582 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (574) 268-6379
Not Applicable |
(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:
[ ] | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [X]
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On December 14, 2017, the Board of Directors of OrthoPediatrics Corp. (“the Company”) appointed Samuel D. Riccitelli, 58, to fill the vacancy in Class II of the Board of Directors of the Company. Mr. Riccitelli was nominated by Squadron Capital LLC (“Squadron”) for appointment by the Board pursuant to that certain Stockholders’ Agreement, dated October 16, 2017, between Squadron and the Company (the “Stockholders’ Agreement”). Mr. Riccitelli joins Mr. Pelizzon, Mr. Ruf and Ms. Infante as the fourth Squadron-designated director on our Board of Directors. Mr. Riccitelli’s term will continue until the 2019 Annual Meeting of the Shareholders, at which time he will be considered for election for a three (3) year term. Mr. Riccitelli has been appointed to serve on the Corporate Governance Committee of the Board. A copy of the Company’s press release, dated December 15, 2017, announcing the appointment of Mr. Riccitelli and detailing his relevant experience is attached hereto as Exhibit 99.1.
For his service as a Director, Mr. Riccitelli will be entitled to receive his pro rata portion of the standard non-employee director cash retainer, as more fully described in the Company’s Registration Statement on Form S-1/A filed on October 10, 2017, which description is incorporated herein by reference. Other than being eligible to receive such director compensation and the appointment being required by the Stockholders’ Agreement, Mr. Riccitelli did not enter into any material plan, contract, or arrangement in connection with his appointment as a director. Mr. Riccitelli is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits | |
Exhibit No. | Description | |
* * * * * *
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.
OrthoPediatrics Corp. | ||
Date: December 15, 2017 | By: | /s/ Daniel J. Gerritzen |
Daniel J. Gerritzen, General Counsel and Secretary | ||
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December 15, 2017
OrthoPediatrics Corp. Appoints Samuel D. Riccitelli to its Board of Directors
WARSAW, Indiana, December 15, 2017 — OrthoPediatrics Corp. (“OrthoPediatrics”) (NASDAQ:KIDS), a company exclusively focused on advancing the field of pediatric orthopedics, announced today the appointment of Samuel D. Riccitelli to its Board of Directors as an independent member, effective immediately. The appointment of Mr. Riccitelli brings the Company’s Board to 11 members. Mr. Riccitelli will be a member of the Governance Committee of the Board.
Terry Schlotterback, Chairman of the OrthoPediatrics Board of Directors, said, “Sam brings a wealth of direct experience to the OrthoPediatrics Board that includes building medical technology companies that transitioned from private to public ownership. He also has a strong understanding of the process of novel technology development. I am excited to welcome Sam to the Board of Directors and look forward to leveraging his extensive background in the healthcare industry.”
Mr. Riccitelli, age 58, has more than 30 years of experience in healthcare, including senior leadership positions at two publicly traded companies, and currently serves as Chairman of the Board of Directors of Precipio Diagnostics (NASDAQ:PRPO). From 2012 to 2017, he served as President and Chief Executive Officer, and as a Director, at Signal Genetics, Inc., a publicly traded molecular diagnostic company that was sold to miRagen Therapeutics. Mr. Riccitelli was also previously the Executive Vice President and Chief Operating Officer of Genoptix, Inc. (“Genoptix”), a publicly traded diagnostic company that was sold to Novartis in 2011. During his 10 year tenure at Genoptix, the company completed an initial public offering and grew sales to approximately $200 million in seven years.
From 1995 to 2001, Mr. Riccitelli served in a number of R&D and general management positions for Becton, Dickinson and Company, including as a Vice President and General Manager, and as a board member for BD Ventures, L.L.C., a venture capital fund of BDX. Mr. Riccitelli also served on the Board of Directors of Exagen Diagnostics, Inc., from 2011 to 2014. Mr. Riccitelli received a B.A. in Biology from Washington and Jefferson College and a M.S. Engineering degree from The University of Texas in Mechanical & Biomedical Engineering.
About OrthoPediatrics Corp.
Founded in 2006, OrthoPediatrics is an orthopedic company focused exclusively on providing a comprehensive product offering to the pediatric orthopedic market to improve the lives of children with orthopedic conditions. OrthoPediatrics currently markets 23 surgical systems that serve three of the largest categories within the pediatric orthopedic market. This offering spans trauma & deformity, complex spine and ACL reconstruction procedures. OrthoPediatrics’ global sales organization is focused exclusively on pediatric orthopedics and distributes its products in the United States and 35 countries outside the United States.
Investor Contacts
The Ruth Group
Tram Bui / Emma Poalillo
(646) 536-7035 / 7024
