View:
Download DOC
Download PDF
Download XLS
sc0019.htm
 
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): February 25, 2014
 
CONMED CORPORATION

(Exact name of registrant as specified in its charter)
 

New York
0-16093
16-0977505
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

525 French Road
  
Utica, New York
13502
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code:  (315) 797-8375
 
(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:
 
  o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
  x
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
  o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
  o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
 
Item 1.01                      Entry into a Material Definitive Agreement.

On February 25, 2014, CONMED Corporation (the “Company”) entered into a Nomination and Standstill Agreement (the “Agreement”) with Coppersmith Capital Management LLC, Jerome J. Lande, Craig Rosenblum (collectively, the “Coppersmith Group”) and Curt R. Hartman, in his capacity as a designee of the Coppersmith Group to the Company’s board of directors (the “Board”).  The Coppersmith Group currently beneficially owns 1,630,800 shares of the Company’s common stock (the “Common Stock”), which represents approximately 6.0% of the issued and outstanding shares of Common Stock reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Securities and Exchange Commission on February 24, 2014.  The Agreement is effective from February 25, 2014 until the date that is thirty (30) days prior to the expiration of the notice period specified in the Company’s advance notice bylaw related to nominations of directors at the 2016 annual meeting of shareholders of the Company (the “Covered Period”).

Pursuant to the Agreement, among other things:

·
The Company will increase the size of the Board to eleven (11) members and appoint Jerome J. Lande and Curt R. Hartman (the “Coppersmith Designees”) to the Board, effective as of March 1, 2014.

·
The Board will promptly appoint Mr. Lande to the Corporate Governance and Nominating Committee of the Board (the “Nominating Committee”) and the Compensation Committee of the Board and Mr. Hartman to the Audit Committee of the Board.

·
Eugene R. Corasanti will step down as Chairman of the Board and, if elected as a director at the Company’s 2014 annual meeting of stockholders (the “2014 Annual Meeting”), will not stand for re-election as a director at the Company’s 2015 annual meeting of stockholders (the “2015 Annual Meeting”).

·
Mark E. Tryniski will be appointed as Chairman of the Board, effective immediately.

·
The Nominating Committee and the Board will nominate, recommend and support the Coppersmith Designees and one independent director candidate selected by the Company in its sole reasonable discretion from a list of candidates previously provided to the Coppersmith Group (such nominee together with the Coppersmith Designees, the “New Nominees”) for election as directors at the Company’s 2014 Annual Meeting.
 
●
Bruce F. Daniels and Stuart J. Schwartz will not stand for re-election as directors at the 2014 Annual Meeting, such that the size of the Board will decrease to ten (10) members immediately following the Company’s 2014 Annual Meeting.
 
●
Should any New Nominee be elected as a director at the 2014 Annual Meeting, the Nominating Committee and the Board will nominate, recommend and support such New Nominee(s) for election as directors at the 2015 Annual Meeting.
 
·
The Coppersmith Group has agreed to vote all of the shares of Common Stock that it beneficially owns in favor of the election of the Company’s slate of directors at the 2014 and 2015 Annual Meetings.

·
The Coppersmith Group agreed to certain standstill provisions that remain in effect for the duration of the Covered Period.  These provisions restrict the Coppersmith Group and certain of its affiliates and associates from, among other things, engaging in certain proxy solicitations, soliciting consents from stockholders, seeking to influence the voting of any Company securities, making certain stockholder proposals, proposing or participating in certain extraordinary corporate transactions involving the Company, calling meetings of stockholders, seeking additional representation on the Board or nominating candidates for election to the Board other than in accordance with the Agreement, seeking to remove any of the Company’s directors or taking any action to influence the Board or the Company’s management.
 
 
-1-
 
 
 
 
The foregoing description of the terms and conditions of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.  On February 25, 2014, the Company issued a press release announcing the signing of the Agreement.  A copy of the press release is attached as Exhibit 99.1 hereto.


Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.

On February 25, 2014, on the recommendation of the Nominating Committee, the Board appointed Jerome J. Lande and Curt R. Hartman as members of the Board, effective as of March 1, 2014, to serve a term ending at the 2014 Annual Meeting in accordance with the Agreement.  Also in accordance with the Agreement, Mr. Lande will join the Nominating Committee and the Compensation Committee and Mr. Hartman will join the Audit Committee.  There are no related-party transactions that would be required to be disclosed under Item 404(a) of Regulation S-K with respect to either Mr. Lande or Mr. Hartman.

Messrs. Lande and Hartman will be entitled to the same annual fees as the other non-executive directors of the Company and will be eligible to participate in the Director Fee Plan, as further described in the Annual Proxy dated April 10, 2013.  In addition, the Board awarded Mr. Lande and Mr. Hartman 1,000 Restricted Stock Units, subject to 100% vesting as of June 1, 2014 with delivery on August 25, 2014. 

On February 25, 2014, Eugene R. Corasanti stepped down as Chairman of the Board, and the Board  thereafter appointed Mark E. Tryniski as Chairman of the Board.

In connection with the Agreement, Bruce F. Daniels and Stuart J. Schwartz will not stand for re-election to the Board at the 2014 Annual Meeting and Eugene R. Corasanti will not stand for re-election to the Board at the 2015 Annual Meeting if he is elected as a director at the 2014 Annual Meeting.


Item 9.01                      Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.
Description of Exhibit
   
10.1
Nomination and Standstill Agreement, dated February 25, 2014, by and among CONMED Corporation, Coppersmith Capital Management LLC, Jerome J. Lande, Craig Rosenblum and Curt R. Hartman.
   
99.1
Press Release, dated February 25, 2014, issued by CONMED Corporation.
 

 
-2-
 
 
 
 
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.
 

 
CONMED CORPORATION
(
(Registrant)
   
 
By:
/s/ Daniel S. Jonas
 
Name:
Daniel S. Jonas, Esq.
 
Title:
Executive Vice President – Legal Affairs & General Counsel
     


Date: February 26, 2014
 
 
 
 
 
 
EXHIBIT INDEX
 

 
Exhibit No.
Description of Exhibit
   
10.1
Nomination and Standstill Agreement, dated February 25, 2014, by and among CONMED Corporation, Coppersmith Capital Management LLC, Jerome J. Lande, Craig Rosenblum and Curt R. Hartman.
   
99.1
Press Release, dated February 25, 2014, issued by CONMED Corporation.

ex_10-1.htm
Exhibit 10.1
Execution Version
 
NOMINATION AND STANDSTILL AGREEMENT
 
This Nomination and Standstill Agreement (this “Agreement”), dated February 25, 2014, is by and among the persons and entities listed on Schedule A (collectively, the “Coppersmith Group”, and individually a “Member” of the Coppersmith Group), CONMED Corporation (the “Company”), and Jerome J. Lande (“Lande”) and Curt R. Hartman (“Hartman”), each in his capacity as a Coppersmith Designee (as defined below).
 
WHEREAS, the Coppersmith Group currently beneficially owns 1,630,800 shares of the common stock, par value $0.01 per share, of the Company (the “Common Stock”), which represents approximately 6.0% of the issued and outstanding shares of Common Stock reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
 
WHEREAS, the Corporate Governance and Nominating Committee of the Board (the “Nominating Committee”) and the Company’s Board of Directors (the “Board”) have considered the qualifications of Lande and Hartman (collectively, the “Coppersmith Designees”) and conducted such review as they have deemed appropriate, including as to reviewing materials provided by the Coppersmith Designees and the Coppersmith Group.
 
WHEREAS, the Nominating Committee has recommended that the Board nominate the Coppersmith Designees to the Board for election at the 2014 annual meeting of shareholders of the Company (the “2014 Annual Meeting”) and the 2015 annual meeting of shareholders of the Company (the “2015 Annual Meeting”) and the Board has determined that it is in the best interests of the Company to do so on the terms set forth in this Agreement.
 
NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
 
1.           Board Appointment and Nomination.
 
(a)           Effective March 1, 2014 (the “Appointment Date”), the Company shall appoint the Coppersmith Designees to the Board, by increasing the size of the Board to eleven (11) members and filling the vacancies created with the Coppersmith Designees.
 
(b)           Simultaneously with the execution of this Agreement, Eugene Corasanti shall resign as Chairman of the Board and Mark E. Tryniski shall be appointed Chairman of the Board.  In addition, if Eugene Corasanti is elected as a director of the Company at the 2014 Annual Meeting, he shall not stand for re-election as a director of the Company at the 2015 Annual Meeting and his term as a director shall expire at the 2015 Annual Meeting.
 
(c)           The Nominating Committee of the Board and the Board will nominate, recommend and support the Coppersmith Designees and one independent director candidate selected by the Company in its sole reasonable discretion from a list of candidates previously provided to the Coppersmith Group and who meets the conditions set forth in clauses (i) and (ii) of Section 1(k) (such Company nominee together with the Coppersmith Designees, the “New Nominees”) as three (3) of ten (10) total nominees for election at the 2014 Annual Meeting.  Bruce Daniels and Stuart Schwartz shall not stand for re-election as directors of the Company at the 2014 Annual Meeting and their terms as directors shall expire at the 2014 Annual Meeting.  The Company agrees to solicit proxies for the New Nominees and include the New Nominees in its slate of ten (10) nominees (the “2014 Company Slate”) for election as directors of the Company at the 2014 Annual Meeting in the same manner as it does for all the other incumbent members of the 2014 Company Slate.
 
 
 
 
 
 
(d)           The Nominating Committee of the Board and the Board will nominate, recommend and support each of the New Nominees elected as a director of the Company at the 2014 Annual Meeting for election at the 2015 Annual Meeting. The Company agrees to solicit proxies for any New Nominee nominated for election at the 2015 Annual Meeting pursuant to this Section 1(d) and include any such New Nominee in its slate of nine (9) nominees (the “2015 Company Slate”) for election as directors of the Company at the 2015 Annual Meeting in the same manner as it does for all the other incumbent members of the 2015 Company Slate.
 
(e)           The Company agrees to decrease the number of the authorized members of the Board to ten (10) directors effective immediately following the 2014 Annual Meeting and thereafter, unless the Board (including Lande or any substitute Coppersmith Designee appointed to replace Lande in accordance with Section 1(o)) otherwise approves, the size of the Board shall be fixed at ten (10) directors until the 2015 Annual Meeting; provided, however, that the size of the Board may be increased to eleven (11) directors prior to the 2015 Annual Meeting in the event of an appointment of a director to the Board in connection with any material acquisition by the Company, i.e., an acquisition that results in the issuance by the Company of in excess of fifteen percent (15%) of the then outstanding voting “securities of the Company” (as defined below).
 
(f)           If the Company is required to include any Coppersmith Designee in the 2015 Company Slate, the Company agrees to reduce the number of the authorized members of the Board to nine (9) directors (or to ten (10) directors in the event the Board has been enlarged pursuant to the proviso contained in Section 1(e) above) effective immediately following the 2015 Annual Meeting and thereafter, unless the Board (including Lande or any substitute Coppersmith Designee appointed to replace Lande in accordance with Section 1(o)) otherwise approves, the size of the Board shall be fixed at nine (9) directors (or ten (10) directors in the event the Board has been enlarged pursuant to the proviso contained in Section 1(e) above) through the remainder of the Covered Period (as defined below); provided, however, that the size of the Board may be increased by one (1) additional director at any time during the remainder of the Covered Period in the event of an appointment of a director to the Board in connection with any material acquisition by the Company, i.e., an acquisition that results in the issuance by the Company of in excess of fifteen percent (15%) of the then outstanding voting “securities of the Company” (as defined below).
 
(g)           The Company agrees to use its reasonable best efforts to hold the 2014 Annual Meeting no later than June 15, 2014.
 
(h)           Each Member of the Coppersmith Group shall, and shall cause each Affiliate and Associate (as such terms are defined in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Coppersmith Group (collectively and individually the “Coppersmith Affiliates”) with respect to which any Member of the Coppersmith Group directly or indirectly has the power to direct the voting of securities held by such Affiliate or Associate (such Coppersmith Affiliates, the “Controlled Coppersmith Affiliates”) to, cause all shares of Common Stock beneficially owned, directly or indirectly, by it to be present at the 2014 Annual Meeting for quorum purposes and to be voted at the 2014 Annual Meeting in favor of the 2014 Company Slate and, if Lande (or any substitute Coppersmith Designee appointed to replace Lande in accordance with Section 1(o)) has voted for such proposal in his capacity as a director, in accordance with the Board’s recommendation for each other proposal to come before the 2014 Annual Meeting.
 
2
 
 
 
 
(i)           Each Member of the Coppersmith Group shall, and shall cause each Controlled Coppersmith Affiliate to, cause all shares of Common Stock beneficially owned, directly or indirectly, by it to be present at the 2015 Annual Meeting for quorum purposes and to be voted at the 2015 Annual Meeting in favor of the 2015 Company Slate and, if Lande (or any substitute Coppersmith Designee appointed to replace Lande in accordance with Section 1(o)) has voted for such proposal in his capacity as a director, in accordance with the Board’s recommendation for each other proposal to come before the 2015 Annual Meeting.
 
(j)           As a condition to the Coppersmith Designees’ nomination for election to the Board at the 2014 Annual Meeting and the 2015 Annual Meeting, the Coppersmith Group and the Coppersmith Designees agree to provide to the Company information required to be disclosed for directors, candidates for directors and their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance in the same manner as any other director and legal obligations, a fully completed copy of the Company’s standard director questionnaire and such other information as reasonably requested by the Company from time to time with respect to the Coppersmith Group and the Coppersmith Designees.
 
(k)           Each of the Coppersmith Designees agrees that, at all times while serving as a member of the Board, he will (i) meet all director independence standards of the Company, The NASDAQ Stock Market (“NASDAQ”) and the Securities and Exchange Commission (“SEC”) and applicable provisions of the Exchange Act, and the rules and regulations promulgated thereunder, and (ii) be qualified to serve as a director under the New York Business Corporation Law (the “BCL”).
 
(l)           At all times while serving as a director of the Company, each of the Coppersmith Designees will receive the same benefits of directors’ and officers’ insurance and any indemnity and exculpation arrangements available generally to the other non-executive Board members and the same compensation and other benefits for his service as a director as the compensation and other benefits received by the other non-executive Board members.
 
(m)           Promptly following the Appointment Date, the Board will appoint Lande to the Nominating Committee and the Compensation Committee of the Board and Hartman to the Audit Committee of the Board.  The Company agrees it will also appoint one Coppersmith Designee designated by Lande to any committee of the Board formed after the execution of this Agreement.  The Company agrees that the Board will not cause any Coppersmith Designee to be removed from any committee of the Board to which such Coppersmith Designee was appointed pursuant to the terms of this Agreement; provided, however, that this restriction shall not apply in the event that the rules of NASDAQ or the SEC or applicable provisions of the Exchange Act, and the rules and regulations promulgated thereunder, would not allow for such continued service.
 
3
 
 
 
 
(n)           Except as otherwise set forth in this Section 1(n), each Coppersmith Designee shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members (as each may be amended from time to time for all directors).  Prior to the execution of this Agreement, the Company has furnished to the Coppersmith Designees copies of all such policies, procedures, processes, codes, rules, standards and guidelines that are in writing and in effect as of the date of this Agreement.  Each Member of the Coppersmith Group agrees that it will not, and will cause the Controlled Coppersmith Affiliates not to, seek to obtain confidential information of the Company from any Coppersmith Designee; provided that Lande’s receipt of information in his fiduciary capacity as a director of the Company will not be deemed to violate such restrictions, so long as such information is only used by him in his capacity as a director to fulfill his fiduciary duties; provided further, that, notwithstanding the foregoing, a Coppersmith Designee may discuss confidential information with a principal of the Coppersmith Group in accordance with and subject to the terms of the Non-Disclosure Agreement in the form attached hereto as Exhibit A (the “Confidentiality Agreement”) after the Confidentiality Agreement has been mutually executed and delivered by the Coppersmith Designee and the principal of the Coppersmith Group, and in full compliance with the Company’s insider trading policies.
 
(o)           If, during the Covered Period, a Coppersmith Designee is unable or ceases to serve on the Board for any reason then the Coppersmith Group shall have the right to recommend a substitute person(s) who (i) meets the conditions set forth in clauses (i) and (ii) of Section 1(k), (ii) meets the historical standards and criteria applied by the Company in nominating and appointing directors, (iii) has relevant financial and business experience and (iv) signs a counterpart signature page to this Agreement, to fill the resulting vacancy or vacancies, subject to the approval of the Board, in its good faith business judgment, after exercising its fiduciary duties, and the Board shall appoint such replacement director(s) to the Board promptly after the giving of such approval (any such replacement director(s) appointed in accordance with this Section 1(o) shall hereinafter be deemed a “Coppersmith Designee” under this Agreement).
 
2.           Standstill.
 
(a)           Each Member of the Coppersmith Group agrees that, during the Covered Period (unless specifically requested in writing by the Company, acting through a resolution of a majority of the Company’s directors not including the Coppersmith Designees), it shall not, and shall cause each Coppersmith Affiliate not to (except as expressly set forth in this Agreement), directly or indirectly, in any manner, alone or in concert with others:
 
(i)           make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in the proxy rules of the SEC) or consents to vote, or seek to advise, encourage or influence (including, for the avoidance of doubt, by encouraging or participating in any “withhold” or similar campaign) any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) with respect to the election or removal of directors or shareholder proposals, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make, be the proponent of or cause any person to initiate any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise);
 
4
 
 
 
 
(ii)           form, join, encourage, influence, advise or in any way participate in any Group (as such term is defined in Section 13(d)(3) of the Exchange Act) with any person who is not identified on Schedule A as a Member of the Coppersmith Group or a Coppersmith Affiliate (any such person, a “Third Party”) with respect to any securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities of the Company in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof;
 
(iii)           effect or seek to effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not preclude the tender by the Coppersmith Group or a Coppersmith Affiliate of any securities of the Company into any tender or exchange offer or vote with respect to any Extraordinary Transaction approved by the Board;
 
(iv)           (A) call, seek to call or request the call of any meeting of shareholders, including by written consent, (B) seek representation on, or nominate any candidate to, the Board, except as specifically set forth in Section 1, (C) seek the removal of any member of the Board, (D) solicit consents from shareholders or otherwise act or seek to act by written consent, (E) conduct a referendum of shareholders, or (F) make a request for any shareholder list or other Company books and records, whether pursuant to the BCL or otherwise;
 
(v)           take any action in support of or make any proposal or request that constitutes:  (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors, the removal of any directors, or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s Certificate of Incorporation or By-Laws, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
 
(vi)           make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement;
 
 
5
 
 
 
(vii)           enter into any negotiations, agreements or understandings with any Third Party with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any Third Party to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; or
 
(viii)           make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement other than in a nonpublic and confidential manner and which nonpublic and confidential request would not reasonably be expected by the Company to require public disclosure by any party hereto.
 
(b)           Nothing in this Section 2 shall limit any Coppersmith Designee, during the term of any service as a director of the Company, from taking actions solely in such Coppersmith Designee’s capacity as a director of the Company (including, without limitation, voting on any matter submitted for consideration by the Board, participating in deliberations or discussions of the Board and making suggestions or raising issues to the Board; provided, that the Coppersmith Designee taking any such actions does not have an actual conflict of interest) and complying with applicable fiduciary duties so long as such actions are consistent with such Coppersmith Designee’s obligations and representations under the other Sections of this Agreement.
 
For purposes of this Agreement the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.
 
3.           Representations of the Company.  The Company represents and warrants as follows:  (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the right of creditors and subject to general equity principles.
 
4.           Representations of the Coppersmith Group and Coppersmith Designees.  The Coppersmith Group, jointly and severally, represent and warrant as follows:  (a) the Coppersmith Group has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, (b) this Agreement has been duly and validly authorized, executed and delivered by the Coppersmith Group, constitutes a valid and binding obligation and agreement of the Coppersmith Group and is enforceable against the Coppersmith Group in accordance with its terms except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the right of creditors and subject to general equity principles, (c) the Coppersmith Group, together with the Coppersmith Affiliates, beneficially owns, directly or indirectly, an aggregate of 1,630,800 shares of Common Stock and such shares of Common Stock constitute all of the Common Stock beneficially owned by the Coppersmith Group and the Coppersmith Affiliates or in which the Coppersmith Group or the Coppersmith Affiliates have any interest or right to acquire, whether through derivative securities, voting agreements or otherwise and (d) none of the Coppersmith Group or any Coppersmith Affiliate has formed, or has any present intent to form, a group (within the meaning of Section 13(d) under the Exchange Act) with any Third Party in relation to the Company or the Common Stock.
 
6
 
 
 
 
5.           Term.
 
(a)           This Agreement is effective as of the date hereof and shall remain in full force and effect for the period (the “Covered Period”) commencing on the date hereof and ending on the date that is thirty (30) days prior to the expiration of the notice period specified in the Company’s advance notice bylaw related to nominations of directors at the 2016 annual meeting of shareholders of the Company.
 
(b)           The provisions of Section 7 through Section 14 shall survive the termination of this Agreement.  No termination pursuant to Section 5(a) shall relieve any party hereto from liability for any breach of this Agreement prior to such termination.
 
6.           Public Announcement and SEC Filing.
 
(a)           (i) No later than the next business day following the execution of this Agreement, the Company shall issue the press release in the form attached hereto as Exhibit B (the “Press Release”), and (ii) file promptly thereafter a Form 8-K reporting entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto.  The Coppersmith Group shall promptly file an amendment to its Schedule 13D with respect to the Company filed by the Coppersmith Group with the SEC on February 6, 2014, reporting the entry into this Agreement, amending applicable items to conform to its obligations hereunder, consistent with the Press Release and appending or incorporating by reference this Agreement as an exhibit thereto.
 
(b)           Prior to the issuance of the Press Release, none of the Company, the Coppersmith Group or any Controlled Coppersmith Affiliate shall issue any press release or public announcement regarding this Agreement without the prior written consent of the other party.  During the Covered Period, neither the Company nor the Coppersmith Group or any of their respective affiliates (including, for the avoidance of doubt, the Controlled Coppersmith Affiliates) or representatives shall make any public statement, disclosure or announcement with respect to this Agreement or the actions contemplated hereby that is inconsistent with the Press Release, except as required by applicable law or pursuant to the rules of any stock exchange or with the prior written consent of the other party.
 
(c)           Each of the Company, the Members of the Coppersmith Group, and the Coppersmith Designees covenants and agrees that neither it nor any of its respective subsidiaries, affiliates (including, for the avoidance of doubt, the Controlled Coppersmith Affiliates), successors, assigns, officers, key employees or directors shall in any way disparage (or cause to be disparaged), attempt to discredit, make derogatory statements with respect to, or otherwise call into disrepute, the other parties to this Agreement or such other parties’ subsidiaries, affiliates, successors, assigns, officers (including any current, future or former officer of a party or a parties’ subsidiaries), directors (including any current, future or former director of a party or a parties’ subsidiaries), employees, agents, attorneys or representatives, or any of their practices, procedures, business operations, products or services, in any manner.  The restrictions in this Section 6(c) shall not apply in any compelled testimony or production of information, either by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought to the extent required.
 
7
 
 
 
 
7.           Miscellaneous.  The parties agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages.  Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York (collectively, the “New York Courts”), in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to the party seeking relief on the grounds that any other remedy or relief is available at law or in equity.  Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief.  Furthermore, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the New York Courts in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the New York Courts, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the New York Courts, and each of the parties irrevocably waives the right to trial by jury, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 10 of this Agreement or as otherwise provided by applicable law.  THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.
 
8.           Expenses.  Within ten (10) business days following receipt of reasonably satisfactory documentation thereof, the Company will reimburse the Coppersmith Group for its reasonable fees and expenses incurred in connection with the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby in an amount not to exceed $30,000.
 
9.           Entire Agreement; Amendment.  This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.  This Agreement may be amended only by an agreement in writing executed by the parties hereto, and no waiver of compliance with any provision or condition of this Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by the party against whom such waiver or consent is to be effective.  No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
 
8
 
 
 
 
10.           Notices.  All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, when delivered in person or sent by overnight courier, when actually received during normal business hours at the address specified in this subsection:
 
 
If to the Company:
CONMED Corporation
525 French Road
Utica, New York 13502
Attention: Daniel S. Jonas, Esq., Executive Vice
President, Legal Affairs & General Counsel
Telephone: (315) 624-3208
Facsimile: (315) 793-8929
Email: DanielJonas@conmed.com
 
 
With a copy (which shall not constitute notice) to:
 
 
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Attention: Melissa Sawyer
Telephone: (212) 558-4243
Facsimile: (212) 291-9133
Email: sawyerm@sullcrom.com
 
If to the Coppersmith Group:
Coppersmith Capital Management LLC
1370 Sixth Avenue, 25th Floor
New York, New York 10019
Attention: Jerome J. Lande
Telephone: (212) 804-8001
Facsimile: (646) 741-0127
Email: jl@coppersmithcapital.com
 
 
With a copy (which shall not constitute notice) to:
 
 
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
Attention: Steve Wolosky
Telephone: (212) 451-2333
Facsimile: (212) 451-2222
Email: swolosky@olshanlaw.com
 
9
 
 
 
 
11.           Severability.  If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.
 
12.           Counterparts.  This Agreement may be executed in two or more counterparts either manually or by electronic or digital signature (including by facsimile or electronic mail transmission), each of which shall be deemed to be an original and all of which together shall constitute a single binding agreement on the parties, notwithstanding that not all parties are signatories to the same counterpart.
 
13.           No Third Party Beneficiaries; Assignment.  This Agreement is solely for the benefit of the parties hereto and is not binding upon or enforceable by any other persons.  No party to this Agreement may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, and any assignment in contravention hereof shall be null and void.  Nothing in this Agreement, whether express or implied, is intended to or shall confer any rights, benefits or remedies under or by reason of this Agreement on any persons other than the parties hereto, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party.
 
14.           Interpretation and Construction.  When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The word “will” shall be construed to have the same meaning as the word “shall.”  The words “dates hereof” will refer to the date of this Agreement.  The word “or” is not exclusive.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.  Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.  Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel.  Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation.  Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.
 
[Signature Page Follows]
 
10
 
 
 
 
 
IN WITNESS WHEREOF, each of the parties hereto has executed this Nomination and Standstill Agreement or caused the same to be executed by its duly authorized representative as of the date first above written.
 
CONMED Corporation
 
By:
 /s/ Joseph J. Corasanti
 
Name:
 Joseph J. Corasanti
 
Title:
 President and Chief Executive Officer
 
 
Coppersmith Capital Management LLC
 
By:
 /s/ Jerome J. Lande
 
Name:
 Jerome J. Lande
 
Title:
 Managing Member
 
 
/s/ Jerome J. Lande 
Jerome J. Lande
 
 
/s/ Craig Rosenblum
Craig Rosenblum
 
 
/s/ Curt R. Hartman
Curt R. Hartman
 
 
 
 
 
 
 
Schedule A
 
Members of Coppersmith Group
 
Coppersmith Capital Management LLC
 
Jerome J. Lande
 
Craig Rosenblum
 
 
 
 
 
 
 
Exhibit A
 
DIRECTOR NON-DISCLOSURE AGREEMENT
 
The undersigned (the “Director”), being a principal of Coppersmith Capital Management LLC (“Coppersmith”) as well as a member of the Board of Directors of CONMED Corporation, a New York corporation (the “Company”), may be provided certain information and data in connection with serving as a director of the Company which the Company wishes to keep confidential, including, but not limited to, information (whether furnished in writing or electronic format or orally) regarding the Company’s governance, board of directors, management, plans, strategies, business, finances or operations, including information relating to financial statements, evaluations, plans, programs, customers, plants, equipment and other assets, products, processes, manufacturing, marketing, research and development, know-how and technology, intellectual property and trade secrets and information which the Company has obtained from third parties and with respect to which the Company is obligated to maintain confidentiality (collectively, “Confidential Information”).  Except as provided in this Agreement, the Director will not disclose any Confidential Information in any manner whatsoever or use any Confidential Information other than in connection with serving as a director of the Company without in each instance securing the prior written consent of the Company.
 
Nothing contained in this Agreement shall prevent the Director from privately disclosing Confidential Information to (i) officers, directors, accountants and counsel for the Company, (ii) the Director’s legal counsel (“Director Representative”) who need to know such information for the sole purpose of advising the Director on his actions as a director of the Company or advising Coppersmith on its investment in the Company or (iii) Craig Rosenblum, a principal of Coppersmith (the “Coppersmith Principal”); provided however, that the Director shall not disclose Confidential Information to the extent such disclosure would be reasonably likely to constitute waiver of the attorney-client privilege between the Company and its counsel or the Company’s attorney work product privilege.  Any Director Representative shall only be provided Confidential Information by the Director to the extent that they are informed of the confidential nature of the Confidential Information and agree or are otherwise obligated to keep such information confidential and to restrict the use of such confidential information in accordance with the terms of this Agreement.  The Coppersmith Principal agrees to keep the Confidential Information confidential and to restrict the use of such confidential information in accordance with the terms of this Agreement and to be bound by this Agreement on the same terms as the Director by countersigning this Agreement.  The Director shall be responsible for any breach of this Agreement by any Director Representative, Coppersmith or by the Coppersmith Principal.
 
The term “Confidential Information” shall not include information which (a) is at the time of disclosure or thereafter becomes generally available to the public other than as a result of a disclosure by the Director, Coppersmith, a Director Representative or the Coppersmith Principal in violation of this Agreement; (b) was, prior to disclosure by the Company, already in the possession of the Director, a Director Representative or the Coppersmith Principal, provided that the source of such information was, to such person’s knowledge after reasonable inquiry, not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company; (c) becomes available to the Director, a Director Representative or the Coppersmith Principal on a non-confidential basis from a source (other than the Company, a Company affiliate or a Company agent, representative, attorney, advisor, director, officer or employee (collectively, the “Company Representatives”)) that is, to such person’s knowledge after reasonable inquiry, not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company, and is not, to such person’s knowledge after reasonable inquiry, under an obligation to the Company not to transmit the information to such person; or (d) was independently developed by the Director, a Director Representative or the Coppersmith Principal without reference to or use of the Confidential Information.
 
 
 
 
 
 
The Director is aware, and will advise any Director Representative or the Coppersmith Principal who is informed of the matters that are the subject of this Agreement, that the Confidential Information may constitute material, non-public information and of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from a publicly traded company and on the communication of such information to any other person who may purchase or sell such securities in reliance upon such information. The Director, Coppersmith, any Director Representative or the Coppersmith Principal to whom the Director transmits Confidential Information under this Agreement will comply with all applicable federal and state securities laws in connection with the purchase or sale, directly or indirectly, of securities of the Company or any other entity of which the Director is provided material non-public information in his capacity as a director of the Company for as long as the Director, Coppersmith, any Director Representative or the Coppersmith Principal are in possession of material non-public information about the Company or such other entity.  The Director and the Company acknowledge that none of the provisions hereto shall in any way limit Coppersmith’s or the Coppersmith Principal’s activities in their respective ordinary course of businesses if such activities will not violate applicable securities laws or the obligations specifically agreed to under this Agreement.
 
Each of the Director, any Director Representative and the Coppersmith Principal to whom the Director transmits Confidential Information under this Agreement acknowledges that none of the Company, any Company affiliate or any Company Representative makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information.  None of the Company, any Company affiliate or any Company Representative shall have any liability to the Director, Coppersmith, any Director Representative or the Coppersmith Principal hereunder relating to or resulting from the use of the Confidential Information by the Director, any Director Representative or the Coppersmith Principal or any errors in or omissions from the Confidential Information.
 
In the event that the Director, Coppersmith, any Director Representative or the Coppersmith Principal is requested in any proceeding or governmental inquiry to disclose any Confidential Information, the Director will give the Company prompt written notice, to the extent not legally prohibited, of such request so that the Company may seek an appropriate protective order or waive compliance with the applicable provisions of this Agreement.  If the Company seeks a protective order, the Director and the Coppersmith Principal agree, and shall cause Coppersmith, to provide such cooperation as the Company shall reasonably request and in no event will they oppose action by the Company to obtain a protective order or other relief to prevent the disclosure of Confidential Information or to obtain reliable assurance that confidential treatment will be afforded to the Confidential Information.  If in the absence of a protective order, the Director, Coppersmith, any Director Representative or the Coppersmith Principal, based upon the advice of counsel, is legally required to disclose Confidential Information, or if the Company waives compliance with this Agreement, such person or entity may disclose without liability under this Agreement such portion of the Confidential Information which counsel advises that the Director, Coppersmith, any Director Representative or the Coppersmith Principal is legally required to disclose if the recipient of such Confidential Information is informed of this Agreement and the confidential nature of such Confidential Information.  For the avoidance of doubt, there shall be no legal requirement applicable to the Director, Coppersmith or the Coppersmith Principal to disclose any Confidential Information solely by virtue of the fact that, absent such disclosure, such parties would be prohibited from purchasing, selling, or engaging in derivative or other voluntary transactions with respect to the Company’s securities.
 
 
2
 
 
 
 
The Director agrees that in the event of a breach of this Agreement, monetary damages alone will be inadequate, and the Company shall be entitled to injunctive or other equitable relief to prevent breaches of this Agreement in addition to any and all other remedies that may be available to the Company.
 
This Agreement may not be amended except in writing signed by all the parties hereto.  No failure or delay by either party in exercising any right hereunder or any partial exercise thereof shall operate as a waiver thereof or preclude any other or further exercise of any right hereunder.
 
The provisions of this Agreement relating to confidentiality shall terminate two (2) years after the Director (or any substitute director appointed to replace the Director in accordance with Section 1(o) of that certain Nomination and Standstill Agreement, dated as of February 25, 2014, by and among the Company, Coppersmith, the Director, the Coppersmith Principal and Curt R. Hartman (the “Settlement Agreement”)) ceases to be a director of the Company, except that any Confidential Information constituting trade secrets of the Company (as defined in 18 U.S.C. § 1839(3)) shall be kept confidential in accordance with the obligations of this Agreement for such longer time as such information constitutes a trade secret of the Company.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.
 
This Agreement shall be governed by the laws of the state of New York, without giving effect to any conflicts of laws principles thereof, and shall be binding on each party’s successors and assigns.
 
All Confidential Information shall remain the property of the Company and none of the Director, Coppersmith, any Coppersmith Representative or the Coppersmith Principal shall by virtue of any disclosure of or use of any Confidential Information acquire any rights with respect thereto, all of which rights (including all intellectual property rights) shall remain exclusively with the Company.  At any time after the date on which the Director (or any substitute director appointed to replace the Director in accordance with Section 1(o) of the Settlement Agreement) is no longer a director of the Company, upon the request of the Company for any reason, the Director, and the Coppersmith Principal will, and will cause Coppersmith and any Coppersmith Representative to, promptly return to the Company or destroy all hard copies of the Confidential Information and use reasonable best efforts to permanently erase or delete all electronic copies of the Confidential Information in the possession or control of the Director, Coppersmith, any Coppersmith Representative or the Coppersmith Principal.  Notwithstanding anything to the contrary contained in this paragraph, the Director, the Coppersmith Principal, Coppersmith and any Coppersmith Representative shall be permitted to retain such Confidential Information as is necessary to enable them to comply with any applicable document retention requirements under applicable law or regulation and to retain any computer records and computer files containing any Confidential Information if required pursuant to their respective current automatic archiving and backup procedures; provided, however, that such retention shall be solely for legal, regulatory or archival purposes, as the case may be.
 
 
3
 
 
 
 
 
The Director shall cause any substitute director appointed to replace him in accordance with Section 1(o) of the Settlement Agreement to execute a copy of this Agreement.
 
Acceptance of the above terms shall be indicated by having this letter countersigned by the Director and the Coppersmith Principal.
 
Sincerely,
 
CONMED CORPORATION
 
By:
   
 
Name:
  
 
Title:
  

 
Received and consented to this ___ day of _________, 2014
 
 
JEROME J. LANDE
 
 
ACKNOWLEDGED AND AGREED:
 
 
CRAIG ROSENBLUM
 
4
ex_99-1.htm
Exhibit 99.1
 
 
 
 conmed logo  NEWS RELEASE
 
 
 
 
   
CONTACTS:
CONMED Corporation
Robert Shallish
Chief Financial Officer
315-624-3206
 
  
       
   
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Jamie Moser
212-355-4449
 
  
 
 
FOR IMMEDIATE RELEASE
 
CONMED Corporation Announces Board and Governance Changes
 
Jerome Lande and Curt Hartman Appointed to Board of Directors
 
Mark Tryniski Appointed Chairman of the Board
 
Coppersmith Capital Management Agrees to Support CONMED Nominees
 
UTICA, New York, February 25, 2014 – CONMED Corporation (NASDAQ: CNMD) today announced that the Company has reached an agreement with Coppersmith Capital Management and certain affiliates (the “Coppersmith Group”).
 
Under the terms of the agreement, the Company will expand the size of the Board from nine to 11 members and appoint Jerome Lande, Managing Partner of Coppersmith Capital Management, and Curt Hartman, former Interim CEO and CFO of Stryker Corporation, to its Board of Directors, effective March 1, 2014.  As part of a board transition in light of best practices in corporate governance, Mark Tryniski, an independent member of the Board, has been appointed Chairman of the Board, taking over the role from Eugene Corasanti, effective immediately. Eugene Corasanti founded CONMED in 1970 and has had an instrumental role in growing the company to more than $750 million in annual sales with 3,600 employees. A third independent director will be selected by the Company for nomination to the Board of Directors prior to the 2014 Annual Meeting of Shareholders.
 
The Coppersmith Group, which beneficially owns approximately 6% of the Company’s outstanding common stock, has agreed to vote its shares in support of all of the CONMED director nominees at the 2014 Annual Meeting and abide by certain standstill provisions through the 2015 Annual Meeting of Shareholders.
 
 
 
 
Following their appointments to the Board, Mr. Lande will be added to the Nominating Committee and the Compensation Committee of the Board and Mr. Hartman to the Audit Committee.
 
The Company noted that current directors Bruce Daniels and Stuart Schwartz will not stand for re-election to the Board at the 2014 Annual Meeting. At the 2014 Annual Meeting, the size of the Board will be decreased to 10 directors. Eugene Corasanti will also not stand for re-election as a director of the Company at the 2015 Annual Meeting.
 
The complete agreement will be included as an exhibit to a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission.
 
About Jerome Lande
 
Jerome J. Lande (Age 37) is the Managing Partner of Coppersmith Capital which he co−founded in April 2012. Previously, Mr. Lande was a partner at MCM Capital Management, LLC (“MCM”), from January 2006 until February 2012, and served as an Executive Vice President at MCM from January 2005 until he left the company. MCM was the general partner of MMI Investments, L.P., a small−cap deep value fund where Mr. Lande was responsible for all areas of portfolio management. He served as a Vice President of MCM from February 2002 to January 2005 and as an Associate from January 1999 to February 2002. Mr. Lande served as Corporate Development Officer of Key Components, Inc., a global diversified industrial manufacturer that was formerly an SEC reporting company, from January 1999 until its acquisition by Actuant Corporation in February 2004. Mr. Lande holds a B.A. from Cornell University.
 
About Curt Hartman
 
Curt R. Hartman (Age 50) had a twenty-two year career at Stryker Corporation (“Stryker”), a publicly traded large cap medical device company from 1990 through February 2013.  Most recently, he served as the Interim Chief Executive Officer of Stryker from February 2012 to October 2012. Prior to this role, Mr. Hartman was the Vice President, Chief Financial Officer of Stryker from April 2009 to October 2012. During his tenure, Stryker completed multiple acquisitions, debt offerings, share buybacks and an enhanced dividend policy while innovating on the business model to address the changing healthcare landscape. Mr. Hartman initially joined Stryker in 1990 as a Manufacturing Engineer. During his tenure, Mr. Hartman held roles of increasing responsibility to include Unit Supervisor, Production Unit Manager, Director of Information Technology, National Accounts Director and Vice President, General Manager and Global President of the Instruments Division of Stryker. During his tenure as Chief Financial Officer of Stryker, Mr. Hartman implemented divisional reorganization and company−wide realignment of IT and Finance, closed underperforming business units and championed international expansion. Mr. Hartman has a Bachelor of Science degree in Aerospace Engineering from the University of Michigan and holds a Harvard AMP Program Certificate from Harvard Business School and has completed the Stryker Advanced Leadership Program at Harvard Business School.
 
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.
 
 
 
 
 
Important Additional Information and Where to Find It
 
The Company intends to file a proxy statement on Schedule 14A and other relevant documents with the Securities and Exchange Commission (“SEC”) in connection with the solicitation of proxies for its 2014 annual meeting of stockholders. STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE COMPANY’S 2014 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a free copy of the 2014 proxy statement, any amendments or supplements to the proxy statement and other documents that the Company files with the SEC from the SEC’s website at www.sec.gov or the Company’s website at www.conmed.com in the “Investors” section as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
 
Certain Information Regarding Participants in Solicitation
 
The Company, its directors, its executive officers and its nominees for election as director may be deemed participants in the solicitation of proxies from stockholders in connection with the matters to be considered at the Company’s 2014 annual meeting of stockholders. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of stockholders in connection with the Company’s 2014 annual meeting, and their direct or indirect interests, by security holdings or otherwise, which may be different from those of the Company’s stockholders generally, will be set forth in the Company’s definitive proxy statement for the 2014 annual meeting of stockholders and the other relevant documents to be filed with the SEC. Information concerning the Company’s directors and executive officers is available in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the SEC on February 24, 2014, and the Company’s definitive proxy statement for the 2013 annual meeting of stockholders, which was filed with the SEC on April 10, 2013. To the extent holdings of the Company’s securities have changed since the amounts contained in the Company’s 2013 proxy statement, such changes have been reflected on Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC.
 
Forward Looking Information
 
This press release contains forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to the Company’s performance on a going-forward basis. The forward-looking statements in this press release involve risks and uncertainties which could cause actual results, performance or trends, to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. The Company believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include, but are not limited to: (i) the failure of any one or more of the assumptions stated above, to prove to be correct; (ii) the risks relating to forward-looking statements discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013; (iii) cyclical purchasing patterns from customers, end-users and dealers; (iv) timely release of new products, and acceptance of such new products by the market; (v) the introduction of new products by competitors and other competitive responses; (vi) the possibility that any new acquisition or other transaction may require the Company to reconsider its financial assumptions and goals/targets; (vii) increasing costs for raw material, transportation or litigation; (viii) the risk of a lack of allograft tissues due to reduced donations of such tissues or due to tissues not meeting the appropriate high standards for screening and/or processing of such tissues; and/or (ix) the Company’s ability to devise and execute strategies to respond to market conditions.