UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 30, 2003
Orthofix International N.V.
(Exact name of Registrant as specified in its charter)
Netherlands Antilles 0-19961 N/A
(State or other jurisdiction Commission File Number (I.R.S. Employer Identification
of incorporation) Number)
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7 Abraham de Veerstraat
Curacao
Netherlands Antilles
011-59-99-465-8525
(Address of principal executive offices and telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
This filing amends the Current Report on Form 8-K of Orthofix
International N.V., dated January 7, 2004, to file the required
financial statements and pro forma information required by Item 7.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements of Breg, Inc as of
December 30, 2003 and December 31, 2002 and for the period from
January 1, 2003 to December 30, 2003 and for the years ended
December 31, 2002 and 2001 are filed as Exhibit 99.2 hereto.
(b) Pro Forma Financial Information.
The unaudited pro forma combined statement of operations for the
year ended December 31, 2003 is filed as Exhibit 99.3
(c) Exhibits
10.1 Acquisition Agreement dated as of November 20, 2003,
among Orthofix International N.V., Trevor Acquisition,
Inc., BREG, Inc. and Bradley R. Mason, as shareholder'
representative. *
10.2 Amended and Restated Voting Subscription Agreement dated
as of December 22, 2003, among Orthofix International
N.V. and shareholders of BREG, Inc. identified on the
signature pages thereto. *
10.3 Credit Agreement dated as of December 30, 2003, among
Colgate Medical Limited, as borrower, and Orthofix
International N.V. and certain subsidiaries of the
borrower, as guarantors, certain limited guarantors
party thereto, the lenders parties t hereto, Wachovia
Bank, National Association, as administrative agent, and
Wachovia Capital Markets, LLC, as sole lead arranger and
book manager. *
23.1 Independent Auditor's Consent of Deloitte & Touche LLP.
99.1 Press release dated December 31, 2003. *
99.2 Audited Consolidated Financial Statements of Breg, Inc.
as of December 30, 2003 and December 31, 2002 and for
the period from January 1, 2003 to December 30, 2003 and
for the years ended December 31, 2002 and 2001.
99.3 Unaudited Pro Forma Combined Statement of Operations for
the year ended December 31, 2003 and related Notes to
Unaudited Pro Forma Combined Statement of Operations.
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* Previously filed.
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.
Dated: March 12, 2004
ORTHOFIX INTERNATIONAL N.V.
By: /s/ THOMAS HEIN
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Name: Thomas Hein
Title: Chief Financial Officer