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): January 13, 2009
NUVASIVE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-50744
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33-0768598 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission File
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(I.R.S. Employer Identification
Number) |
7475 Lusk Boulevard, San Diego, California 92121
(Address of principal executive offices, with zip code)
(858) 909-1800
(Registrant’s telephone number, including area code)
n/a
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On January 13, 2009, NuVasive, Inc. (“NuVasive”) completed the purchase of forty percent
(40%) of the capital stock of Progentix Orthobiology, B.V., a company organized under the laws of
the Netherlands (“Progentix”), from existing shareholders pursuant to a Preferred Stock
Agreement for $10,000,000 in cash.
NuVasive and Progentix additionally entered into a Senior Secured Facility Agreement dated January
13, 2009 (the “Facility Agreement”) whereby Progentix may borrow up to $5,000,000 from
NuVasive to fund ongoing clinical and regulatory efforts (the Loan”). The Loan accrues
interest at a rate of six percent (6%) per year.
Additionally, NuVasive, Progentix and the shareholders of Progentix entered into an Option Purchase
Agreement dated January 13, 2009 (the “Option Agreement”), whereby NuVasive may be
obligated, upon the achievement of certain milestones by Progentix within two years, to purchase
the remaining sixty percent (60%) of capital stock of Progentix for $45,000,000, subject to certain
adjustments (the “Remaining Shares”). NuVasive may also be obligated in the event that
Progentix achieves the milestones contemplated above within the requisite two year period to make
additional payments to Progentix of up to an aggregate total of $25,000,000 upon completion of
additional milestones and dependent on NuVasive’s sales success. NuVasive also has the right under
the Option Agreement to purchase the Remaining Shares at any time between the second anniversary of
the Option Agreement and the Fourth Anniversary of the Option Agreement (the “Option
Period”) for $35,000,000, and in certain circumstances where NuVasive achieves in excess of a
certain annual sales run rate on Progentix products during the Option Period, NuVasive may be
required to purchase the Remaining Shares for $35,000,000.
Under the Option Agreement, ten percent (10%) of the purchase price plus an amount equal to
$1,500,000 is set aside in escrow.
NuVasive
and Progentix also entered into a Distribution Agreement dated January 13, 2009, whereby Progentix appointed NuVasive as its exclusive
distributor for certain Progentix products. The Distribution Agreement shall remain in effect for
a term of ten (10) years unless earlier terminated in accordance with its terms.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
99.1
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Press Release issued by NuVasive, Inc. dated January 13, 2009. |