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): August 14, 2013
Bacterin International Holdings, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | ||
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(State or Other Jurisdiction of Incorporation)
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| 333-158426 | 20-5313323 | |
| (Commission File Number) |
(IRS Employer Identification No.)
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600 Cruiser Lane Belgrade, Montana |
59714 | |
| (Address of Principal Executive Offices) |
(Zip Code)
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| (406) 388-0480 | ||
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(Registrant’s Telephone Number, Including Area Code)
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(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 (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)) | ||
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Effective August 14, 2013, John Gandolfo resigned from his position as a member of the Company’s Board of Directors and the Board unanimously appointed the Company’s new Chief Executive Officer, Daniel Goldberger, to fill the newly created vacancy. Mr. Goldberger has more than 25 years of experience as a leader of both publicly traded and privately held medical technology companies, with a proven track record of building revenue and profits through the introduction of market changing product innovations. He was most recently CEO and a director of Sound Surgical Technologies from April 2007 through its merger with Solta Medical (Nasdaq SLTM) in February 2013. Prior to that he was President/CEO and a director of Xcorporeal (Amex XCR) an innovator in portable dialysis and Glucon (private) a developer of glucose measurement technology and several other successful enterprises. Mr. Goldberger is a named inventor on more than 60 US patents. He holds a BS in Mechanical Engineering from the Massachusetts Institute of Technology and an MS in Mechanical Engineering from Stanford University.
Mr. Goldberger will serve as a Class I Director until the 2015 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. There are no related party transactions between the Company and Mr. Goldberger, other than the compensation to be paid to Mr. Goldberger pursuant to the terms of his employment agreement, which is attached as an exhibit to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No | Description | |
| 10.25 | Employment Agreement between Bacterin International, Inc. and Daniel Goldberger, dated August 14, 2013 |
SIGNATURE
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.
| Dated: August 14, 2013 | BACTERIN INTERNATIONAL HOLDINGS, INC. | |
| By: | /s/ Daniel Goldberger | |
| Name: | Daniel Goldberger | |
| Title: | President and Chief Executive Officer | |
Exhibit Index
| Exhibit No | Description | |
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10.25 |
Employment Agreement between Bacterin International, Inc. and Daniel Goldberger, dated August 14, 2013 |