Filed: 11 Dec 20, 4:15pm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 9, 2020
SeaSpine Holdings Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
5770 Armada Drive, Carlsbad, CA 92008
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (760) 727-8399
(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:
|☐||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))|
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||SPNE||The Nasdaq Global Select Market|
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 5.03||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.|
On December 9, 2020, the board of directors of SeaSpine Holdings Corporation (the “Company”) approved amendments to the Company’s amended and restated bylaws, as amended (the “Bylaws”), effective as of that date. The amendments add a forum selection provision as a new Section 7.10 to the Bylaws and amend Section 7.9 of the Bylaws to include the new Section 7.10 as a section of the Bylaws that require the supermajority vote of the Company’s stockholders to be amended, altered or repealed.
The new Section 7.10 generally provides that: (a) unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, solely to the extent that clause (v) of Article IX of the amended and restated certificate of incorporation of the Company (the “Certificate of Incorporation”) does not to apply to such complaint; and (b) any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of Section 7.10. Clause (v) of Article IX of the Certificate of Incorporation generally provides that, unless the Company consents in writing to the selection of an alternate forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any action asserting a claim against the Company or any director, officer or employee of the Company governed by the internal affairs doctrine.
The foregoing summary of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, as amended effective as of December 9, 2020, a copy of which is filed as an exhibit to this report and incorporated herein by reference.
|Item 9.01||Financial Statements and Exhibits.|
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.
|SeaSpine Holdings Corporation|
|Date:||December 11, 2020||By:||/s/ Patrick Keran|
|Senior Vice President, General Counsel|