Form 8-K for BACTERIN INTERNATIONAL HOLDINGS, INC.
14-Jul-2011
Entry into a Material Definitive Agreement, Completion of A
ITEM 1.01 Entry into a Material Definitive Agreement
On July 11, 2011, the Company signed an Asset Purchase Agreement ("Agreement") with Robinson MedSurg, LLC ("Seller"), a company engaged in the manufacture, distribution and sale of implantable medical devices for maxillofacial, craniofacial and orthopedic uses. Under the terms of the Agreement, the Company purchased certain assets from Seller, as described in the Agreement, for $1 million in common stock of the Company. In addition, the Company agreed to pay Seller an additional $500,000 in common stock when gross revenue from the sale of products resulting from the purchased assets ("Products") equals or exceeds $1 million, and an additional $500,000 in common stock when gross revenue from the sale of Products equals or exceeds $2 million, provided that such gross revenue thresholds are achieved within 2 years. The Company also engaged the sole member of Seller as a consultant.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.17 and incorporated by reference herein.
ITEM 2.01 Completion of Acquisition or Disposition of Assets
The information contained in Item 1.01 of this Form 8-K is incorporated by reference into this Item 2.01.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Our Certificate of Incorporation was amended pursuant to a vote of our shareholders at our Annual Meeting held on July 8, 2011. The amendment authorizes the classification of our Board of Directors into three classes with staggered terms and was proposed in our proxy statement filed with the Securities and Exchange Commission on June 8, 2011. The amendment was effective when filed with the Delaware Secretary of State on July 11, 2011 and is attached hereto as Exhibit 3.1.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
We held our annual meeting of stockholders at 2:30 p.m. local time on July 8, 2011 at the offices of Granus Financial, 1120 Avenue of the Americas, 4th Floor, New York, NY 10036 to vote on the following matters:
1. Classified Board Amendment
An amendment to the Company's certificate of incorporation to authorize the classification of the Company's Board of Directors into three classes with staggered terms was approved according to the voting results listed below:
For Against Abstain
21,251,525 217,862 2,540
2. Election of Directors
All of the following nominees were elected to the Company's Board of Directors in either Class I, Class II or Class III, with Class I directors to serve until the 2012 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, Class II directors to serve until the 2013 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, and Class III directors to serve until the 2014 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified.
Nominee For Withheld Class I Guy Cook 20,849,266 622,661 Class I Mitchell Godfrey 21,299,280 172,647 Class II Kent Swanson 20,849,430 622,497 Class III Michael Lopach 20,864,430 607,497 Class III Jon Wickwire 20,849,430 622,497
3. Ratification of the Company's Independent Auditors
Stockholders ratified the appointment of Ehrhardt, Keefe, Steiner & Hottman PC as the independent auditors of the Company for the fiscal year ended December 31, 2011, in accordance with the voting results listed below.
For Against Abstain
24,032,811 84,678 22,486
4. Approval of Amended and Restated Bacterin International Equity Incentive Plan
Stockholders approved the amendment to the Company's Equity Incentive Plan to increase the number of shares of the Company's common stock reserved for issuance under the plan to 9,000,000 shares, in accordance with the voting results listed below.
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