8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 2007
WRIGHT MEDICAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State or other jurisdiction of
incorporation)
|
|
000-32883
(Commission File Number)
|
|
13-4088127
(IRS Employer Identification
No.) |
| |
|
|
|
|
| 5677 Airline Road, Arlington, Tennessee
|
|
|
|
38002 |
| |
|
|
|
|
| (Address of principal executive offices)
|
|
|
|
(Zip Code) |
(901) 867-9971
(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 (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 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On November 19, 2007, Wright Medical Group, Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) pursuant to which the Company agreed to sell up to
$200,000,000 aggregate principal amount of Convertible Senior Notes Due 2014 (the “Notes”) in a
public offering. J.P. Morgan Securities Inc. acted as the sole book-running manager and Piper
Jaffray & Co. and Wachovia Capital Markets, LLC were co-managers for the offering. A copy of the
Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
The closing of the offering of the Notes occurred on November 26, 2007. The Notes and the
common stock of the Company (the “Common Stock”) issuable upon conversion of the Notes have been
registered with the Securities and Exchange Commission on a Registration Statement on Form S-3
(Registration No. 333-147487).
Indenture
The Notes are governed by an Indenture (the “Indenture”), dated as of November 26, 2007,
between the Company and The Bank of New York, as trustee (the “Trustee”). A copy of the Indenture
and a form of the Note are attached hereto as Exhibits 4.1 and
4.2, respectively, and each is incorporated herein by reference.
The Notes will bear interest at the rate of 2.625% per annum. Interest on the Notes is
payable on June 1 and December 1 of each year, beginning on June 1, 2008. The Notes will mature on
December 1, 2014 (the “Maturity Date”).
Holders of the Notes may convert their Notes into shares of the Common Stock at the applicable
conversion rate at any time on or prior to the close of business on the business day immediately
preceding the Maturity Date. The conversion rate will initially be 30.6279 shares of Common Stock
per $1,000 principal amount of Notes, which is equivalent to a conversion price of approximately
$32.65 per share of Common Stock. The conversion rate will be subject to adjustment upon the
occurrence of specified events.
Beginning on December 6, 2011, the Company may redeem for cash the Notes, in whole or in part,
at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest, including additional interest, if any, to, but excluding, the
redemption date, if the closing sale price of Common Stock has exceeded 140% of the conversion
price for at least 20 trading days in any consecutive 30-day trading period ending on the trading
day prior to the date of mailing of the notice of redemption.
Upon a fundamental change, the holders, subject to certain circumstances, may require the
Company to purchase for cash all or a portion of their Notes at a purchase price equal to
100% of the principal amount of the Notes, plus accrued and unpaid interest, including
additional interest, if any, to, but excluding the fundamental change purchase date.
The Indenture contains customary terms and covenants that upon certain events of default
occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Notes then outstanding may declare the principal of the Notes and any
accrued and unpaid interest through the date of such declaration immediately due and payable. In
the case of certain events of bankruptcy or insolvency relating to the Company or any of its
subsidiaries, the principal amount of the Notes together with any accrued and unpaid interest
through the occurrence of such event shall automatically become and be immediately due and payable.
The foregoing summaries of the Underwriting Agreement and the Indenture are qualified in their
entirety by reference to the full text of such documents.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
The information included in Item 1.01 of this Current Report on Form 8-K under the caption
“Indenture” regarding the Notes is incorporated into this Item 2.03 of this Current Report on Form
8-K.
Item 8.01 Other Events.
On November 19, 2007, the Company issued a press release announcing its proposed offering of
the Notes, a copy of which is attached hereto as Exhibit 99.1.
On November 19, 2007, the Company issued a press release announcing the pricing and increase
in size of the offering of the Notes, a copy of which is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
|
|
|
| |
Exhibit 1.1
|
|
Underwriting Agreement, dated as of November 19, 2007, between Wright Medical Group, Inc. and J.P. Morgan
Securities Inc., as Representative of the several underwriters. |
|
|
|
Exhibit 4.1
|
|
Indenture, dated as of November 26, 2007, between Wright Medical Group, Inc. and The Bank of New York, as trustee. |
|
|
|
Exhibit 4.2
|
|
Form of Note (included in
Exhibit 4.1 hereto) |
|
|
|
Exhibit 99.1
|
|
Press Release of Wright Medical Group, Inc., dated November 19, 2007. |
|
|
|
Exhibit 99.2
|
|
Press Release of Wright Medical Group, Inc., dated November 19, 2007. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
|
| Date: November 26, 2007 |
WRIGHT MEDICAL GROUP, INC.
|
|
| |
By: |
/s/ Gary D. Henley
|
|
| |
Name: |
Gary D. Henley |
|
| |
Title: |
President and Chief Executive Officer |
|
EXHIBIT INDEX
| |
|
|
|
|
|
Exhibit No.
|
|
Description |
|
|
|
Exhibit 1.1
|
|
Underwriting Agreement, dated as of November 19, 2007, between Wright Medical Group, Inc. and J.P. Morgan
Securities Inc., as Representative of the several underwriters. |
|
|
|
Exhibit 4.1
|
|
Indenture, dated as of November 26, 2007, between Wright Medical Group, Inc. and The Bank of New York, as trustee. |
|
|
|
Exhibit 4.2
|
|
Form of Note (included in
Exhibit 4.1 hereto) |
|
|
|
Exhibit 99.1
|
|
Press Release of Wright Medical Group, Inc., dated November 19, 2007. |
|
|
|
Exhibit 99.2
|
|
Press Release of Wright Medical Group, Inc., dated November 19, 2007. |