UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 30, 2013
CONMED CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 0-16093 | 16-0977505 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation or organization) | File Number) | Identification No.) |
525 French Road
Utica, New York 13502
(Address of principal executive offices, including zip code)
(315) 797-8375
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 Principal Officers; Election of Directors; Appointment of Principal Officers |
On July 26, 2013, on the recommendation of the Company’s Corporate Governance and Nominating Committee, pursuant to Section 2.2 of the Amended and Restated By-Laws of the Company (as adopted as of April 29, 2011), the Board of Directors appointed Brian Concannon and Dirk Kuyper to be on the CONMED Corporation Board of Directors. A copy of the press release issued on July 30, 2013 describing the backgrounds and qualifications of Messrs. Concannon and Kuyper, is attached to this Form 8-K as Exhibit 99.1. Mr. Concannon was appointed to the Corporate Governance and Nominating Committee, and Mr. Kuyper was appointed to the Compensation Committee.
There are no understandings or arrangements between Mr. Concannon or Mr. Kuyper or any third parties pursuant to which either new director was selected or nominated, and there are no related-party transactions which would be required to be disclosed under Item 404(a) of Reg S-K with respect to either new director.
As non-employee directors, Messrs. Kuyper and Concannon will participate in the Director Fee Plan, as further described in the Annual Proxy dated April 10, 2013. In addition, the Board of Directors awarded Mr. Concannon and Mr. Kuyper 3,000 Restricted Stock Units, as well 1,000 Stock Appreciation Rights with an exercise price of $33.43, in both cases subject to 100% vesting as of June 1, 2014, subject to the completion of service as a director through CONMED’s next Annual Shareholder Meeting.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits. |
| (c) | Exhibits |
The following exhibits are included herewith:
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release issued by Registrant on July 30, 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 thereunto duly authorized.
| CONMED CORPORATION | ||
| (Registrant) | ||
| By: | Robert D. Shallish, Jr. | |
| Executive VP, Finance and | ||
| Chief Financial Officer | ||
Date: July 30, 2013
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description |
| 99.1 | Press Release, dated July 30, 2013, issued by CONMED Corporation |
 |
NEWS RELEASE |
| CONTACT: | |
| CONMED Corporation | |
| Robert Shallish | |
| Chief Financial Officer | |
| 315-624-3206 |
FOR RELEASE: 4:15 PM (Eastern) July 30, 2013
CONMED Corporation Adds Two New Board Members
Utica, New York, July 30, 2013 ----- CONMED Corporation (Nasdaq: CNMD) today announced the appointment of two new members to its Board of Directors. With these additions the Board membership increases from seven to nine Directors.
“I am very pleased to have Brian Concannon and Dirk Kuyper become members of our Board,” commented Mr. Joseph Corasanti, Chief Executive Officer and President. “They are both extraordinarily qualified as evidenced by their leadership roles in the medical technology industry. I am confident they will provide valuable counsel as CONMED continues to grow for the benefit of our customers, shareholders and employees.”
Brian Concannon is President, Chief Executive Officer and a member of the Board of Directors of Haemonetics Corporation (NYSE: HAE), a global healthcare company dedicated to providing innovative blood management solutions to clinicians in hospitals and blood collection services. He was appointed to his current role in 2009 having served in other executive roles within Haemonetics from 2003 to 2009. His prior experience includes senior sales and marketing positions with Cardinal Health Medical Products, Allegiance Healthcare and Baxter Healthcare Corporation. He is a graduate of the United States Military Academy at West Point and served as an officer in the United States Army before entering the medical technology industry.
Dirk Kuyper is President and Chief Executive Officer of IlluminOss Medical, Inc., a privately-held clinical stage medical device company and pioneer in the development of minimally invasive, patient-customized orthopedic systems for the stabilization and treatment of bone fractures. Prior to joining IlluminOss earlier this year, he was President and Chief Executive Officer of Alphatec Spine, Inc., a medical technology company focused on the surgical treatment of disorders of the spine. Prior to that, he was President of Aesculap, Inc., a medical device company specializing in surgical instrumentation for general, neurologic and orthopedic surgery specialties. He is a graduate of the University of Miami and also served as an officer in the United States Army before entering the medical technology industry.
About CONMED
CONMED is a medical technology company with an emphasis on surgical devices and equipment for minimally invasive procedures. The Company’s products are used by surgeons and physicians in a variety of specialties including orthopedics, general surgery, gynecology, neurosurgery and gastroenterology. Headquartered in Utica, New York, the Company’s 3,600 employees distribute its products worldwide from several manufacturing locations. CONMED has a direct selling presence in 16 countries outside the United States and international sales constitute approximately 50% of the Company’s total sales.
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