Delaware | 13-4088127 | |
(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification No.) | |
5677 Airline Road | ||
Arlington, Tennessee | 38002 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Proposed | Proposed | |||||||||||||
Amount | Maximum | Maximum | ||||||||||||
Title of Securities | to be | Offering Price | Aggregate | Amount of | ||||||||||
to be Registered | Registered (1) | Per Share (2) | Offering Price (2) | Registration Fee | ||||||||||
Common Stock |
700,000 | $29.28 | $20,496,000 | $806 | ||||||||||
1. | This registration statement covers 700,000 shares of Common Stock, $0.01 par value per share, of Wright Medical Group, Inc. (the Common Stock) issuable pursuant to the Wright Medical Group, Inc. Fifth Amended and Restated 1999 Equity Incentive Plan (the Plan). The Plan authorizes the issuance of a maximum of 10,467,051 shares of Common Stock, including the 700,000 shares being registered herein. In addition, this registration statement covers such indeterminable number of additional shares of Common Stock as may hereafter be offered or issued pursuant to the Plan to prevent dilution resulting from stock splits or similar transactions effected without receipt of consideration and pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the Securities Act). | |
2. | These figures are estimated solely for the purpose of calculating the amount of the registration fee. The registration fee has been calculated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act based upon the average of the high and low sales prices of the Common Stock as reported by the Nasdaq Global Select Market on June 11, 2008. |
1. | Annual report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008; | |
2. | Current report on Form 8-K filed on February 14, 2008; | |
3. | Current report on Form 8-K filed on February 19, 2008; | |
4. | Current report on Form 8-K filed on March 13, 2008; | |
5. | Current report on Form 8-K filed on April 3, 2008; | |
6. | Current report on Form 8-K/A filed on April 3, 2008; | |
7. | Current report on Form 8-K filed on April 8, 2008; | |
8. | Current report on Form 8-K filed on April 24, 2008; | |
9. | Quarterly report on Form 10-Q for the quarter ended March 31, 2008, filed on April 25, 2008; | |
10. | Current report on Form 8-K filed on April 28, 2008; | |
11. | Current report on Form 8-K filed on June 6, 2008; | |
12. | Current report on Form 8-K filed on June 10, 2008; and | |
13. | The description of the Common Stock set forth under the heading Description of Capital Stock Common Stock in the Prospectus portion of Amendment No. 2 to the registration statement on Form S-1 (Registration No. 333-81618) filed with the Commission on February 28, 2002. |
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WRIGHT MEDICAL GROUP, INC. | ||||||
By: |
/s/ Gary D. Henley
|
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President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ GARY D. HENLEY
|
President and Chief Executive
Officer (Principal Executive Officer) and Director |
June 18, 2008 | ||
/s/ JOHN K. BAKEWELL
|
Executive Vice President and Chief
Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
June 18, 2008 | ||
/s/ DAVID D. STEVENS
|
Chairman of the Board | June 18, 2008 | ||
/s/ GARY D. BLACKFORD
|
Director | June 18, 2008 | ||
/s/ MARTIN J. EMERSON
|
Director | June 18, 2008 | ||
/s/ LAWRENCE W. HAMILTON
|
Director | June 18, 2008 |
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Signature | Title | Date | ||
/s/ JOHN L. MICLOT
|
Director | June 18, 2008 | ||
/s/ AMY S. PAUL
|
Director | June 18, 2008 | ||
/s/ ROBERT J. QUILLINAN
|
Director | June 18, 2008 | ||
/s/ JAMES T. TREACE
|
Director | June 18, 2008 |
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Exhibit No. | Description of Exhibits | |||
4.1 | Fourth Amended and Restated Certificate of Incorporation of Wright Medical Group, Inc.,
(1) as amended by Certificate of Amendment of Fourth Amended and Restated Certificate
of Incorporation of Wright Medical Group, Inc.(2) |
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4.2 | Second Amended and Restated Bylaws of Wright Medical Group, Inc. (3) |
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4.3 | Fifth Amended and Restated 1999 Equity Incentive Plan (the Equity Incentive Plan).(4) |
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4.4 | Form of Incentive Stock Option Agreement, as amended by form of Amendment No. 1 to Incentive
Stock Option Agreement, pursuant to the Equity Incentive Plan. (1) |
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4.5 | Form of Non-Qualified Stock Option Agreement pursuant to the Equity Incentive Plan. (1) |
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4.6 | Form of Executive Stock Option Agreement pursuant to the Equity Incentive Plan. (5) |
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4.7 | Form of Non-Employee Director Stock Option Agreement pursuant to the Equity Incentive Plan.
(5) |
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4.8 | Form of Executive Restricted Stock Grant Agreement pursuant to the Equity Incentive Plan.
|
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4.9 | Form of Non-Employee Director Restricted Stock Grant Agreement pursuant to the Equity Incentive
Plan. |
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4.10 | Form of Employee Restricted Stock Grant Agreement pursuant to the Equity Incentive Plan. |
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4.11 | Form of Sales Representative Restricted Stock Grant Agreement pursuant to the Equity Incentive
Plan. |
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5 | Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC concerning the legality of the
securities being registered. |
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23.1 | Consent of KPMG LLP. |
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23.2 | Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included in Exhibit 5). |
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24 | Power of Attorney (reference is made to the signature page). |
(1) | Incorporated by reference to the Companys Registration Statement on Form S-1 (Registration No. 333-59732), as amended. | |
(2) | Incorporated by reference to the Companys Registration Statement on Form S-8 filed on May 14, 2004. | |
(3) | Incorporated by reference to the Companys current report on Form 8-K filed on February 19, 2008. | |
(4) | Incorporated by reference to the Companys definitive Proxy Statement filed on April 14, 2008. | |
(5) | Incorporated by reference to the Companys current report on Form 8-K filed on April 27, 2005. |
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