UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): April 4, 2011
WRIGHT MEDICAL GROUP, INC
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
|
| Delaware
|
|
000-32883
|
|
13-4088127 |
|
|
|
|
|
|
| (State or Other Juris-
|
|
(Commission
|
|
(IRS Employer |
| diction of Incorporation
|
|
File Number)
|
|
Identification No.) |
| |
|
|
|
| 5677 Airline Road,
|
|
38002 |
| Arlington, Tennessee |
|
|
|
|
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (901) 867-9971
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On April 5, 2011, Wright Medical Group, Inc. (the “Company”) announced that it believes its
adjusted earnings per share (both including and excluding stock based expense) and revenue for the
quarter ended March 31, 2011, when reported, will be in line with current consensus estimates. The
Company’s press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2011, the Company announced that its Board of Directors elected David D. Stevens,
the Chairman of its Board of Directors, as President and Chief Executive Officer, effective April
4, 2011. Mr. Stevens replaced Gary D. Henley, who resigned as President and Chief Executive
Officer, and as a director, of the Company effective April 4, 2011. The Board has initiated a CEO
search and succession process. Mr. Stevens is not a candidate in that process, and the Board
expects that Mr. Stevens will serve on an interim basis only, until that process is complete and a
new President and Chief Executive Officer is selected. Mr. Stevens remains as Chairman of the
Board.
Mr. Stevens, age 57, has been a Company director since 2004. He has been a private investor
since 2006. Mr. Stevens was the Chief Executive Officer of Accredo Health Group, Inc., a
subsidiary of Medco Health Solutions, Inc., from 2005 to 2006. He was the Chairman of the Board
and Chief Executive Officer of Accredo Health, Inc. from 1996 to 2005. Mr. Stevens was the
President and Chief Operating Officer of the predecessor companies of Accredo Health from their
inception in 1983 until 1996. He is a director of Medco Health Solutions, Inc. and Thomas & Betts
Corporation, both public companies.
The Board has not yet established any compensation arrangements for Mr. Stevens’ service as
interim president and chief executive officer.
Mr. Henley resigned without “Good Reason” under his Employment Agreement dated April 2, 2009,
as amended. As a result, the Company will have no further obligations to Mr. Henley under the
Employment Agreement, other than the obligations described in Section 9.5 thereof. In general, the
Company will be obligated to pay Mr. Henley accrued salary earned through April 4, 2011 and the
value of accrued but untaken vacation, and to reimburse him for unreimbursed business expenses, but
Mr. Henley is not entitled to severance pay under the Employment Agreement.
The employment of Frank S. Bono, Senior Vice President and Chief Technology Officer, was
terminated by the Board for cause effective April 4, 2011.