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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Wright Medical Group NV | NASDAQ:WMGI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 29.98 | 30.05 | 30.59 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on June 30, 2017
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Registration No. 333-_______
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The Netherlands
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98-0509600
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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Amy E. Culbert, Esq.
Fox Rothschild LLP
Campbell Mithun Tower, Suite 2000
222 South Ninth Street
Minneapolis, Minnesota 55402
(612) 607-7000
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James A. Lightman
Senior Vice President, General Counsel and Secretary
Wright Medical Group, Inc.
1023 Cherry Road
Memphis, Tennessee 38117
(901) 867-9971
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
Emerging growth company
o
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Title of securities
to be registered
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Amount to be
registered
(1)
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Proposed maximum
offering price per share
(2)
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Proposed maximum
aggregate offering price
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Amount of
registration fee
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Ordinary shares, par value €0.03 per share
(3)
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5,000,000 shares
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$26.52
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132,600,000.00
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$15,368.34
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Ordinary shares, par value €0.03 per share
(4)
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1,329,648 shares
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$26.52
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35,262,264.96
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$4,086.90
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Ordinary shares, par value €0.03 per share
(5)
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6,405,992 shares
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$26.52
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169,886,907.84
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$19,689.89
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional ordinary shares of the registrant that become issuable under the Wright Medical Group N.V. 2017 Equity and Incentive Plan (the “Plan”) by reason of any recapitalization, stock split, stock dividend or other similar transaction effected without receipt of consideration where the registrant’s outstanding ordinary shares are increased, converted or exchanged.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) and (c) under the Securities Act and calculated based on the average of the high and low sales prices of the registrant’s Ordinary Shares, as reported on the NASDAQ Global Select Market on June 27, 2017.
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(3)
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Represents the registrant’s ordinary shares available for issuance under the Plan.
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(4)
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Represents the registrant’s ordinary shares remaining available for issuance under the Wright Medical Group N.V. Amended and Restated 2010 Incentive Plan (the “Prior Plan”) and not subject to outstanding awards under the Prior Plan as of the effective date of the Plan, which have become available for grant under the Plan. These shares were previously registered on a registration statement on Form S-8 (Registration Statement No. 207230). A post-effective amendment to the foregoing registration statement on Form S-8 is being filed contemporaneously with the filing of this registration statement on Form S-8 to deregister such shares.
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(5)
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Represents the registrant’s ordinary shares remaining available for issuance under the Prior Plan and subject to outstanding awards as of the effective date of the Plan, which may become available for grant under the Prior Plan if such awards are forfeited, cancelled, expire or otherwise terminate without the issuance of such shares.
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•
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5,000,000 Ordinary Shares; plus
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•
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1,329,648 Ordinary Shares remaining available for issuance under the Wright Medical Group N.V. Amended and Restated 2010 Incentive Plan (the “Prior Plan”) and not subject to outstanding awards under the Prior Plan as of June 23, 2017, the effective date of the Plan (the “Effective Date”), which have become available for grant under the Plan; plus
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•
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6,405,992 Ordinary Shares subject to awards outstanding under the Prior Plan as of Effective Date, but only to the extent such awards are forfeited, cancelled, expire, or otherwise terminate without the issuance of such Ordinary Shares after the Effective Date; and
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•
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such indeterminate number of Ordinary Shares as may become available under the Plan as a result of the adjustment provisions thereof.
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*
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The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act. In accordance with the instructions of Part I of Form S-8, such documents will not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus as required by Section 10(a) of the Securities Act. Upon written or oral request, the Registrant will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The Registrant will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b) of the Securities Act.
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(a)
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The Registrant’s annual report on Form 10-K for the fiscal year ended December 25, 2016 (File No. 001-35065);
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(b)
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The Registrant’s quarterly report on Form 10-Q for the fiscal quarter ended March 26, 2017 (File No. 001-35065);
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(c)
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The Registrant’s current reports on Form 8-K filed with the Commission on December 29, 2016, April 25, 2017 and June 27, 2017 (File No. 001-35065);
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(d)
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The description of the Ordinary Shares contained in the Registrant’s registration statement on Form S-3 (Reg. No. 333-211115), under the heading “
Description of Ordinary Shares
” and any amendments or reports filed for the purpose of updating such description.
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Exhibit No.
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Description
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4.1
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Articles of Association of Wright Medical Group N.V. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 1, 2016 (File No. 001-35065))
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5.1
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Opinion of Stibbe N.V.
as to the validity of the shares to be issued (filed herewith)
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23.1
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Consent of KPMG LLP, Independent Registered Public Accounting Firm (filed herewith)
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23.2
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Consent of Stibbe N.V. (included as part of Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page to this registration statement)
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99.1
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Wright Medical Group N.V. 2017 Equity and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed with the Commission on June 27, 2017 (File No. 001-35065))
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(a)
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The Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by final adjudication of such issue.
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WRIGHT MEDICAL GROUP N.V.
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By: /s/ Robert J. Palmisano
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Robert J. Palmisano
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President, Chief Executive Officer and
Executive Director
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Name and Signature
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Title
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Date
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/s/ Robert J. Palmisano
Robert J. Palmisano
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President, Chief Executive Officer and Executive Director
(principal executive officer)
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June 30, 2017
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/s/ Lance A. Berry
Lance A. Berry
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Senior Vice President and Chief Financial Officer
(principal financial officer )
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June 30, 2017
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/s/ Julie B. Andrews
Julie B. Andrews
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Vice President and Chief Accounting Officer
(principal accounting officer )
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June 30, 2017
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/s/ Gary D. Blackford
Gary D. Blackford
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Non-Executive Director
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June 30, 2017
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/s/ John L. Miclot
John L. Miclot
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Non-Executive Director
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June 30, 2017
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/s/ Kevin C. O'Boyle
Kevin C. O'Boyle
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Non-Executive Director
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June 30, 2017
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/s/ Amy S. Paul
Amy S. Paul
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Non-Executive Director
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June 30, 2017
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/s/ David D. Stevens
David D. Stevens
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Chairman and
Non-Executive Director
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June 30, 2017
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/s/ Richard F. Wallman
Richard F. Wallman
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Non-Executive Director
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June 30, 2017
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/s/ Elizabeth H. Weatherman
Elizabeth H. Weatherman
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Non-Executive Director
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June 30, 2017
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Exhibit No.
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Description
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Method of Filing
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Articles of Association of Wright Medical Group N.V.
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Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K as filed with the Commission on July 1, 2016
(File No. 001-35065)
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Opinion of Stibbe N.V.
as to the validity of the shares to be issued
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Filed herewith
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Consent of KPMG LLP, Independent Registered Public Accounting Firm
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Filed herewith
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Consent of Stibbe N.V.
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Included as part of Exhibit 5.1
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Power of Attorney
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Included on signature page to this registration statement
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Wright Medical Group N.V. 2017 Equity and Incentive Plan
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Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed with the Commission on June 27, 2017
(File No. 001-35065)
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1 Year Wright Medical Group NV Chart |
1 Month Wright Medical Group NV Chart |
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