Current Report Filing (8-k)
June 21 2017 - 6:07AM
Edgar (US Regulatory)
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): June 15, 2017
ALPHATEC HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-52024
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20-2463898
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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5818 El Camino Real
Carlsbad, California 92008
(Address of Principal Executive Offices)
(760)
431-9286
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14.a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
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. ☐
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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On May 5, 2017, Alphatec Holdings, Inc. (the Company) filed a Current Report on Form
8-K
announcing
that Leslie H. Cross, whose term as a director on the Board of Directors expired at the annual meeting of stockholders held on June 15, 2017, had chosen not to stand
for re-election at
the
annual meeting. In connection with his departure from the Companys Board of Directors, Mr. Cross and the Company entered into a Vesting Acceleration Agreement (the Vesting Agreement). Pursuant to the Vesting Agreement, as of
June 15, 2017, all outstanding options to purchase the Companys common stock and any restricted common stock held by Mr. Cross as of June 15, 2017, became vested and exercisable. In addition, the term during which Mr. Cross
may exercise any stock option was extended until the earlier of: (i) June 15, 2019 (or the following business day if such day is not a business day of the Company), or (ii) the expiration date that would apply to such stock option.
This summary of the Vesting Agreement is qualified in its entirety by reference to the full text of the Vesting Agreement, which shall be filed as an exhibit to the Companys Quarterly Report on Form
10-Q
for the period ended June 30, 2017.
Item 5.07.
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Submission of Matters to a Vote of Security Holders
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On June 15, 2017, the Company held its Annual
Meeting of Stockholders (the Annual Meeting). The Companys definitive proxy statement for the Annual Meeting was filed with the U.S. Securities and Exchange Commission (the SEC) on May 5, 2017 and describes in
detail each of the seven proposed voting matters (the Proposals) submitted to the Companys stockholders at the Annual Meeting. As of April 24, 2017, the record date of the Annual Meeting, there were 10,857,773 outstanding
shares of the Companys common stock. At the Annual Meeting, a quorum of 7,091,091 shares of the Companys common stock were represented in person or by proxy. The final results for the votes cast with respect to each Proposal are set
forth below.
Proposal 1
The stockholders elected
each of Mortimer Berkowitz III, R. Ian Molson, David H. Mowry, Stephen E. ONeil, Terry M. Rich, Jeffrey P. Rydin and Donald A. Williams to serve on the Companys Board of Directors for a term of one year until the 2018
Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until their earlier death or resignation, by the following vote:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Mortimer Berkowitz III
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4,016,656
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91,248
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2,983,187
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R. Ian Molson
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3,923,119
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184,785
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2,983,187
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David H. Mowry
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4,045,616
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62,288
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2,983,187
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Stephen E. ONeil
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3,953,167
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154,737
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2,983,187
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Terry M. Rich
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4,044,826
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63,078
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2,983,187
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Jeffrey P. Rydin
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4,035,152
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72,752
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2,983,187
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Donald A. Williams
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4,040,700
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67,204
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2,983,187
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Proposal 2
The
stockholders ratified the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2017 by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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6,979,516
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33,887
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77,688
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0
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Proposal 3
The
stockholders approved the amendment and restatement of the Companys 2016 Equity Incentive Plan by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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3,718,715
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371,305
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17,884
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2,983,187
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Proposal 4
The stockholders approved the amendment and restatement of the Companys 2007 Employee Stock Purchase Plan by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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4,056,960
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47,744
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3,200
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2,983,187
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Proposal 5
The stockholders approved, on a
non-binding
advisory basis, the compensation of the Companys named executed
officers by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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4,020,934
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67,344
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19,626
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2,983,187
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Proposal 6
The
stockholders approved, on a
non-binding
advisory basis, holding the
non-binding
advisory vote on the compensation of the Companys named executive officers on an
annual basis by the following vote:
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1 Year
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2 Years
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3 years
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Abstentions
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Broker
Non-Votes
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4,014,506
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19,515
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68,925
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4,958
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2,983,187
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Proposal 7
The
stockholders approved the issuance of up to an aggregate of 17,525,972 shares of common stock issuable upon the conversion of outstanding shares of our Series A Convertible Preferred Stock and the exercise of outstanding warrants by the following
vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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4,036,072
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68,813
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3,019
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2,983,187
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No other items were presented for stockholder approval at the Annual Meeting.
In light of the results of the stockholder vote on the frequency of future
non-binding
advisory votes on the
compensation of the Companys named executive officers, and consistent with the Companys recommendation, the Companys Board of Directors has determined that the Company will hold a
non-binding
advisory vote on executive compensation annually until the next required vote on the frequency of future
non-binding
advisory votes on the compensation of the Companys named executive officers.
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.
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Date: June 21, 2017
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ALPHATEC HOLDINGS, INC.
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By:
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/s/ Jeffrey G. Black
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Name:
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Jeffrey G. Black
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Title:
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Chief Financial Officer
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