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): June 18, 2019
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)
Securities registered pursuant to Rule 12(b) of the Act
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.01 par value | CNMD | NASDAQ |
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) On June 18, 2019, CONMED Corporation announced that independent director Dirk M. Kuyper submitted a notice of resignation effective as of the close of business on August 1, 2019. There were no disagreements between the Company and Mr. Kuyper, who is resigning from the Board in order to pursue his growing business interests. CONMED further announced that its Corporate Governance and Nominating Committee has retained Trewstar Corporate Board Services, a firm specializing in the placement of candidates offering gender and ethnic diversity, to conduct a search to fill the director position being vacated as a result of Mr. Kuyper’s resignation.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the press release issued by CONMED on June 18, 2019 announcing the matters referenced in Item 5.02 is furnished with this Current Report on Form 8-K as Exhibit 99.1.
The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press Release, dated June 18, 2019, issued by CONMED Corporation. |
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: | /s/ Daniel S. Jonas | |
| Name: | Daniel S. Jonas | |
| Title: | Executive Vice President, General Counsel & Secretary | |
Date: June 18, 2019
 |
NEWS RELEASE |
| CONTACT: | |
| CONMED Corporation | |
| Todd Garner | |
| Chief Financial Officer | |
| 315-624-3317 | |
| ToddGarner@conmed.com |
Dirk Kuyper to Step Down from CONMED Corporation
Board of Directors
Effective August 1, 2019
Utica, New York, June 18, 2019 – CONMED Corporation (NASDAQ: CNMD) today announced that independent director, Dirk M. Kuyper, has submitted a notice of resignation, which will take effect on August 1, 2019.
“Dirk has been a highly valued voice in the board room for the past six years, and we are grateful for his service to CONMED,” commented Mark Tryniski, Chair of CONMED’s Board of Directors, “Dirk has provided truly valuable insights and strategic direction to management throughout his tenure on the Board, and, on behalf of the entire Board of Directors and our leadership team, I thank Dirk for his important contributions to CONMED’s success. We appreciate and respect his desire to devote more time and focus to his growing business interests, and we wish him all the best in those pursuits.”
“My tenure on CONMED’s Board has been a tremendously positive experience,” Mr. Kuyper said. “I have great confidence in Curt Hartman’s vision and strategy for CONMED, and I believe he has the right team in place to achieve his vision of sustainable long-term growth.”
CONMED further announced that its Corporate Governance and Nominating Committee has retained Trewstar Corporate Board Services, a search firm that works exclusively at the Board level and specializes in the placement of candidates offering gender and ethnic diversity, to conduct a search to fill the director position being vacated as a result of Mr. Kuyper’s resignation.
About CONMED Corporation
CONMED is a medical technology company that provides 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, thoracic surgery and gastroenterology. For more information, visit www.conmed.com.
Forward-Looking Statements
This press release may contain forward-looking statements based on certain assumptions and contingencies that 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. For example, in addition to general industry and economic conditions, factors that could cause actual results to differ materially from those in the forward-looking statements may include, but are not limited to, the risk factors discussed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and listed under the heading Forward-Looking Statements in the Company’s most recently filed Quarterly Report on Form 10-Q. Any and all 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 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.