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 22, 2022
ZIMMER BIOMET HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-16407 | 13-4151777 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
345 East Main Street
Warsaw, Indiana 46580
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (574)
267-6131
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the FormGeneral Instruction A.2. below):
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
☐ | 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 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.01 par value | ZBH | New York Stock Exchange | ||
1.414% Notes due 2022 | ZBH 22A | New York Stock Exchange | ||
2.425% Notes due 2026 1.164% Notes due 2027 | ZBH 26 ZBH 27 | New York Stock Exchange New York Stock Exchange |
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 ☐
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 ��☐
Item 8.01 | Other Events. |
Zimmer Biomet Holdings, Inc. (“we,” “us,” “our,” the “Company” and other similar words) is filing this Current Report on Form
8-K,
including Exhibit 99.1, solely to recast certain financial information and related disclosures included in the Company’s Annual Report on Form10-K
for the fiscal year ended December 31, 2021, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2022 (the “2021Form 10-K”).
On March 1, 2022, we completed the spinoff of our spine and dental businesses into a new public company, ZimVie Inc. (“ZimVie”). The historical results of our spine and dental businesses have been reflected as discontinued operations in our recast consolidated financial statements for all periods presented in Exhibit 99.1, including, as of December 31, 2021 and 2020, the assets and liabilities associated with these businesses being classified as assets and liabilities of discontinued operations in our consolidated balance sheets.
This Form
8-K
is being filed solely to recast financial information and related disclosures contained in the 2021 Form10-K
to reflect the spinoff of our spine and dental businesses.The following items of the 2021 Form
10-K
are being recast as reflected in Exhibit 99.1 to this Current Report on Form8-K:
• | Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; |
• | Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk; |
• | Part II, Item 8. Financial Statements and Supplementary Data; and |
• | Part IV, Item 15(a)(2), Financial Statement Schedule. |
Except as specifically set forth in Exhibit 99.1 to reflect the historical results of our spine and dental businesses as discontinued operations, no revisions have been made to the 2021 Form
10-K
to update for other information, developments or events that have occurred since the 2021 Form10-K
was filed with the SEC. Exhibit 99.1 does not purport to update the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included in the 2021Form 10-K except
with respect to the effects of the presentation of our spine and dental businesses as discontinued operations and as otherwise provided therein. Exhibit 99.1 should be read in conjunction with the 2021 Form10-K
and subsequent filings with the SEC, including our Form10-Q
for the quarter ended March 31, 2022 and our Current Reports on Form8-K.
These subsequent SEC filings contain important information regarding forward-looking statements, events, developments, and updates affecting us and our expectations that have occurred since the filing of the 2021 Form10-K.
The information contained in Exhibit 99.1 is not an amendment to, or a restatement of, the 2021 Form10-K.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
EXHIBIT INDEX
Exhibit No. | Description | |
23 | ||
99.1 | ||
101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: June 2
2
, 2022ZIMMER BIOMET HOLDINGS, INC. | ||
By: | /s/ Chad F. Phipps | |
Name: | Chad F. Phipps | |
Title: | Senior Vice President, General Counsel and Secretary |