Current Report Filing (8-k)
November 15 2012 - 4:01PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant to Section 13 or 15(d) of
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the Securities Exchange Act of 1934
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Date of Report (Date of earliest event
reported): November 14, 2012
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MAKO SURGICAL CORP.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-33966
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20-1901148
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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255
Davie Road Fort Lauderdale, Florida 33317
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(Address of principal executive offices, including zip code)
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(954) 927-2044
(Registrants telephone number, including area code)
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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:
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o
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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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Item 1.01
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Entry into a Material Definitive Agreement
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On November 14, 2012, MAKO Surgical Corp. (the Company) entered into
a purchase agreement (the Purchase Agreement) with Piper Jaffray & Co.
(the Underwriter). Pursuant to the Purchase Agreement, the Company agreed to
sell and the Underwriter agreed to purchase for resale to the public (the Public
Offering), subject to the terms and conditions expressed therein, 3,042,000
shares of the Companys common stock, par value $0.001 per share (the Common
Stock), at a price per share of $13.15. The Underwriter also had an option to
purchase 456,300 additional shares of Common Stock at the same price per share
to cover any over-allotments. Delivery of the shares sold is expected to occur
on November 19, 2012, subject to customary closing conditions. The foregoing
description of the Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Purchase
Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated
by reference herein.
The shares sold were registered pursuant to an effective shelf
Registration Statement on Form S-3 (Registration No. 333-181277) (the
Registration Statement) that the Company filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, including the
prospectus constituting a part thereof, dated May 9, 2012, as supplemented by
the final prospectus supplement, dated November 14, 2012 (collectively, the
Prospectus). In connection with the filing of the Registration Statement and
Prospectus, Foley & Lardner LLP, legal counsel to the Company, issued an
opinion and consent to the Company as to the validity of the shares of the
Common Stock being offered in the Public Offering, which are filed herewith as
Exhibits 5.1 and 23.1 and which constitute part of the Registration Statement.
Item 9.01
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Financial Statements and Exhibits
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibits
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The following exhibits are being filed herewith:
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(1.1)
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Purchase
Agreement, dated November 14, 2012, by and between MAKO Surgical Corp. and
Piper Jaffray & Co.
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(5.1)
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Opinion of
Foley & Lardner LLP, dated November 15, 2012.
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(23.1)
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Consent of
Foley & Lardner LLP (contained in Exhibit 5.1 hereto).
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-2-
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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MAKO SURGICAL CORP.
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Date:
November 15, 2012
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By:
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/s/ Menashe
R. Frank
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Menashe R.
Frank
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Senior Vice
President, General Counsel
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and
Secretary
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-3-
MAKO SURGICAL CORP.
Exhibit Index to Current Report on Form 8-K
Dated November 14, 2012
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Exhibit
Number
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(1.1)
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Purchase
Agreement, dated November 14, 2012, by and between MAKO Surgical Corp. and
Piper Jaffray & Co.
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(5.1)
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Opinion of
Foley & Lardner LLP, dated November 15, 2012.
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(23.1)
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Consent of
Foley & Lardner LLP (contained in Exhibit 5.1 hereto).
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-4-
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