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): September 8, 2015
GLOBUS MEDICAL, INC.
(Exact name of registrant as specified in charter)
DELAWARE | 001-35621 | 04-3744954 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
2560 GENERAL ARMISTEAD AVENUE, AUDUBON, PA 19403
(Address of principal executive offices) (Zip Code)
(610) 930-1800
(Registrant's telephone number, including area code)
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:
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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c)
Appointment of David M. Demski
On September 8, 2015, Globus Medical, Inc. (the “Company”) announced that David M. Demski, currently the Company’s President and Chief Operating Officer, will become Group President, Emerging Technologies of the Company. In connection with that appointment, Mr. Demski will cease to be President and Chief Operating Officer of the Company. The Company’s Board of Directors approved Mr. Demski’s appointment at its meeting on July 7, 2015, to be effective September 8, 2015.
Mr. Demski, 57, has served as the Company’s President and Chief Operating Officer since August 2008 and as one of its directors since the Company’s inception in 2003. There is no arrangement or understanding between Mr. Demski and any other persons pursuant to which Mr. Demski was appointed Group President, Emerging Technologies. There are no relationships between Mr. Demski and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Appointment of Anthony L. Williams
The Company also announced that Anthony L. Williams, currently the Company’s Senior Vice President of Business Development, General Counsel and Secretary, will become President of the Company. In connection with that appointment, Mr. Williams will cease to be Senior Vice President of Business Development and General Counsel of the Company. The Company’s Board of Directors approved Mr. Williams’ appointment at its meeting on July 7, 2015, to be effective September 8, 2015.
Mr. Williams, 44, has served as the Company’s Senior Vice President of Business Development and General Counsel since April 2014. Mr. Williams previously served as the Company’s Vice President of Business Development and Corporate Counsel from January 2013 to April 2014 and as Vice President and Corporate Counsel from March 2011 to January 2013. Mr. Williams also serves as the Company’s Corporate Secretary. Prior to joining the Company, Mr. Williams was a partner with Wyrick Robbins Yates & Ponton LLP, a law firm based in Raleigh, North Carolina, where he specialized in public and private financings, mergers, acquisitions and other strategic transactions, and corporate governance matters. Mr. Williams received a B.A. degree from the University of North Carolina at Chapel Hill and a J.D. and M.B.A. from Wake Forest University.
In connection with his appointment as President, the Compensation Committee approved changes to Mr. Williams’ compensation. As President, Mr. Williams’ base salary will be $360,000 per year. Assuming that the Company achieves the revenue target established by the Compensation Committee for the Company’s non-equity incentive compensation program, Mr. Williams will be eligible for an incentive compensation payment of $350,000, which will be prorated for 2015. In connection with Mr. Williams’ appointment, the Compensation Committee approved the grant to Mr. Williams of an option to purchase 100,000 shares of the Company’s Class A common stock under the Company’s 2012 Equity Incentive Plan for an exercise price of $25.65 per share.
There is no arrangement or understanding between Mr. Williams and any other persons pursuant to which Mr. Williams was appointed President. There are no relationships between Mr. Williams and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Appointment of A. Brett Murphy
The Company also announced that A. Brett Murphy, currently the Company’s Executive Vice President, U.S. Sales, will become Group President, Commercial Operations. In connection with that appointment, Mr. Murphy will cease to be Executive Vice President, U.S. Sales of the Company. The Company’s Board of Directors approved Mr. Murphy’s appointment at its meeting on July 7, 2015, to be effective September 8, 2015.
Mr. Murphy, 51, has served as the Company’s Executive Vice President, U.S. Sales since February 2011. Mr. Murphy served as the Company’s Vice President, U.S. Sales-West, from November 2006 to February 2011, and as the Area Director for the Company’s South region from June 2005 to November 2006. Prior to joining the Company, Mr. Murphy served in various sales and management roles at Synthes from July 1995 to May 2005. Between November 1992 and June 1995, Mr. Murphy was a sales representative for Smith & Nephew Richards. Mr. Murphy also served as an officer in the United States Marine Corps between 1987 and 1992. Mr. Murphy received a B.S. in General Studies from Louisiana State University.
In connection with his appointment as Group President, Commercial Operations, the Compensation Committee approved changes to Mr. Murphy’s compensation. As Group President, Commercial Operations, Mr. Murphy’s base salary will be $364,000 per year. The amount of the incentive compensation payment for 2015 that Mr. Murphy will be eligible to receive, assuming that the Company achieves the revenue target established by the Compensation Committee, will not change as a result of this appointment. In connection with Mr. Murphy’s appointment, the Compensation Committee approved the grant to Mr. Murphy of an option to purchase 100,000 shares of the Company’s Class A common stock under the Company’s 2012 Equity Incentive Plan for an exercise price of $25.65 per share.
There is no arrangement or understanding between Mr. Murphy and any other persons pursuant to which Mr. Murphy was appointed Group President, Commercial Operations. There are no relationships between Mr. Murphy and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On September 8, 2015, the Company issued a press release announcing the appointments of Mr. Demski, Mr. Williams and Mr. Murphy. Attached as Exhibit 99.1 to this Current Report on Form 8-K is a copy of the press release.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
99.1 | Press Release of Globus Medical, Inc., dated September 8, 2015 |
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.
GLOBUS MEDICAL, INC. | ||
(Registrant) | ||
Dated: | September 8, 2015 | /s/ DANIEL T. SCAVILLA |
Daniel T. Scavilla | ||
Senior Vice President, | ||
Chief Financial Officer | ||
EXHIBIT LIST
Exhibit No. | Description |
99.1 | Press Release of Globus Medical, Inc., dated September 8, 2015 |
Exhibit 99.1
Globus Medical Announces Key Executive Changes
• | Dave Demski named Group President, Emerging Technologies |
• | Anthony Williams named President of Globus Medical |
• | Brett Murphy named Group President, Commercial Operations |
Audubon, PA, September 8, 2015: Globus Medical, Inc. (NYSE:GMED), a leading musculoskeletal implant manufacturer, today announced a new leadership structure to enhance organizational alignment and continue the Company’s industry leading revenue growth and operating performance into the future.
Globus Medical’s President and Chief Operating Officer, Dave Demski, will transition from that role and assume the position of Group President, Emerging Technologies. In Mr. Demski’s new role he will focus on long-term strategic initiatives including robotics, trauma and other related opportunities for long term growth. Mr. Demski will also continue to be a primary liaison between the company and its investor, surgeon and hospital constituents. Mr. Demski will report to David Paul, Chairman and Chief Executive Officer, and work with the Board of Directors and our executive team to formulate the long-term strategic direction of the company.
“Emerging Technologies will be a major part of Globus’ strategy for long term growth. My experience and primary interest is with building new businesses and helping them grow to realize their potential. I’m excited to be able to focus my efforts on helping Globus achieve its goals in this important area,” Mr. Demski said.
Anthony Williams, Globus’ current Senior Vice President of Business Development and General Counsel, will assume the role of President of Globus Medical. This promotion comes after 12 years associated with the company in various capacities. Mr. Williams has been responsible for the company’s business development efforts since 2013, during which time he was instrumental in completing several strategic acquisitions intended to help Globus achieve its goal of industry-leading profitable growth.
“Anthony has been involved with Globus since we started the company in 2003, initially as our outside counsel and then as our General Counsel and head of Business Development. He has continued to add value and has taken on roles of increasing responsibility since he joined Globus on a full time basis in 2011, and I am delighted to appoint him as our next President,” Mr. Paul said.
Globus also plans to implement organizational changes in its sales and marketing departments to best service its healthcare customers. Brett Murphy, who is currently Globus’ Executive Vice President of US Sales, has been promoted to Group President, Commercial Operations reporting to David Paul and will now be responsible for Globus’ worldwide sales organization. “Brett joined Globus 10 years ago and has continued to assume roles of greater responsibility in our sales organization over that time,” stated David Paul. “His experience and knowledge of our business make him well qualified to assume leadership of our global sales and marketing efforts.”
These management changes were made to better align the company’s global organization with a focus on creating long term strategic value and ensuring profitable growth. “These appointments should help bring our innovative products to a greater number of customers in the US and internationally,” stated David Paul. “I look forward to helping more patients benefit from our leading technologies in the musculoskeletal marketplace.”
About Globus Medical, Inc.
Globus Medical, Inc. is a leading musculoskeletal implant company based in Audubon, PA. The company was founded in 2003 by an experienced team of professionals with a shared vision to create products that enable surgeons to promote healing in patients with musculoskeletal disorders. Additional information can be accessed at www.globusmedical.com.
Safe Harbor Statements
All statements included in this press release other than statements of historical fact are forward-looking statements and may be identified by their use of words such as “believe,” “may,” “might,” “could,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan” and other similar terms. These forward-looking statements are based on our current assumptions, expectations and estimates of future events and trends. Forward-looking statements are only predictions and are subject to many risks, uncertainties and other factors that may affect our businesses and operations and could cause actual results to differ materially from those predicted. These risks and uncertainties include, but are not limited to, factors affecting our quarterly results, our ability to manage our growth, our ability to sustain our profitability, demand for our products, our ability to compete successfully (including without limitation our ability to convince surgeons to use our products and our ability to attract and retain sales and other personnel), our ability to rapidly develop and introduce new products, our ability to develop and execute on successful business strategies, our ability to comply with laws and regulations that are or may become applicable to our businesses, our ability to safeguard our intellectual property, our success in defending legal proceedings brought against us, trends in the medical device industry, general economic conditions, and other risks. For a discussion of these and other risks, uncertainties and other factors that could affect our results, you should refer to the disclosure contained in our most recent annual report on Form 10-K filed with the Securities and Exchange Commission, including the sections labeled “Risk Factors” and “Cautionary Note Concerning Forward-Looking Statements,” and in our Forms 10-Q, Forms 8-K and other filings with the Securities and Exchange Commission. These documents are available at www.sec.gov. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for us to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements contained in this press release speak only as of the date of this press release. We undertake no obligation to update any forward-looking statements as a result of new information, events or circumstances or other factors arising or coming to our attention after the date hereof.
Contact:
Dan Scavilla
Phone: (610) 930-1800
Email: investors@globusmedical.com
www.globusmedical.com