Additional Proxy Soliciting Materials (definitive) (defa14a)
29 January 2020 - 5:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28, 2020
RTI SURGICAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-38832
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83-2540607
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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520 Lake Cook Road, Suite 315, Deerfield, Illinois
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60015
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (877)
343-6832
(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:
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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))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of exchange
on which registered
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common stock, $0.001 par value
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RTIX
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Nasdaq Global Select Market
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Item 8.01. Other Events.
On January 28, 2020, RTI Surgical Holdings, Inc., a Delaware corporation (the Company or RTI) issued a press
release regarding the record and meeting dates of its special meeting concerning the sale of the Companys OEM business.
Important Additional
Information and Where to Find It
In connection with the proposed transaction, the Company will file relevant materials with the SEC,
including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special
meeting related to the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the proxy statement and other relevant materials filed by the Company with the SEC free of charge at the SECs website, www.sec.gov, from
the Company at its website, www.rtix.com, or by contacting the Companys Investor Relations at (847) 530-0249.
Participants in Solicitation
The Company
and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information concerning the Companys participants is set forth in the proxy statement,
filed March 25, 2019, for the Companys 2019 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the
proposed transaction will be included in the proxy statement and other relevant materials to be filed with the SEC when they become available.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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RTI SURGICAL HOLDINGS, INC.
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Date: January 28, 2020
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By:
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/s/ Joshua H. DeRienzis
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Name:
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Joshua H. DeRienzis
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Title:
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Vice President, General Counsel and Corporate Secretary
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