UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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): February 16, 2006
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 N/A
Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code: 011-59-99-465-8525
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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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1. Registrant's Business and Operations.
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Item 1.01. Entry into a Material Definitive Agreement
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On February 16, 2006, Orthofix International N.V. (the "Company")
announced that Alan W. Milinazzo, 46, currently the Company's Chief Operating
Officer, has been promoted to Group President and Chief Executive Officer,
effective April 1, 2006. He will succeed Charles W. Federico, who will remain a
Director of the Company.
In connection with the announcement by the Company of the promotion of
Mr. Milinazzo, the Company agreed to provide him with an increased annual base
salary of $430,000 per year to be paid pursuant to the Company's customary
payroll practices, which salary is subject to modification from time to time.
Section 5. Corporate Governance and Management.
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Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officer
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As described above, on February 16, 2006, the Company announced that
Alan W. Milinazzo, 46, currently the Company's Chief Operating Officer, has been
promoted to Group President and Chief Executive Officer, effective April 1,
2006. He will succeed Charles W. Federico, who will remain a Director of the
Company.
Mr. Milinazzo joined the Company in September 2005 from Medtronic Inc.,
where he was Vice President of Medtronic's Vascular business as well as Vice
President and General Manager of Medtronic's Coronary and Peripheral businesses.
Prior to that he was Vice President of North American Field Operations from May
2001 to September 2002 at Aspect Medical Systems, and President at North Point
Domain from August 2000 to February 2001. Mr. Milinazzo also spent 12 years as
an executive with Boston Scientific Corporation in numerous roles, including
Vice President of Marketing for SCIMED Europe, managing a $210 million
interventional cardiology business.
Mr. Milinazzo's promotion to the position of Chief Executive Officer is
not subject to the terms of an employment agreement. He is subject to the terms
of a change of control agreement as described in a Current Report on Form 8-K
filed on September 8, 2005.
Section 7. Regulation FD.
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Item 7.01 Regulation FD Disclosure
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A copy of the press release announcing Mr. Milinazzo's promotion is
attached to this report as Exhibit 99.1 and shall not be incorporated by
reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except as shall be expressly set forth by specific reference in such
filing.
(d) Exhibits:
Exhibit No. Description of Document
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99.1 Press release of Orthofix International N.V. dated
February 16, 2006.
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.
ORTHOFIX INTERNATIONAL N.V.
By: /s/ Thomas Hein
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Name: Thomas Hein
Title: Chief Financial Officer
Date: February 21, 2006