As filed with the Securities and Exchange Commission on December 30, 2015
File No. 001-37525
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of
the Securities Exchange Act of 1934
Nuvectra Corporation*
(Exact name of registrant as specified in its charter)
| Delaware | 30-0513847 | |
(State of incorporation or organization) | (I.R.S. Employer Identification No.) | |
5700 Granite Parkway, Suite 960, Plano, Texas | 75024 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (214) 618-4823
(Copies of all communications, including communications sent to agent for service)
Michael Dinkins Executive Vice President and Chief Financial Officer Greatbatch, Inc. 2595 Dallas Parkway, Suite 310 Frisco, Texas 75034 (214) 618-5242 | John J. Zak, Esq. Craig M. Fischer, Esq. Hodgson Russ LLP 140 Pearl Street, Suite 100 Buffalo, New York 14202 (716) 856-4000 |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on which Each Class is to be Registered | |
| Common Stock, $0.001 par value | The NASDAQ Stock Market LLC |
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x | |||
| * | Immediately prior to completion of the spin-off, QiG Group, LLC, a limited liability company organized under the laws of Delaware, will be converted into Nuvectra Corporation. |
Nuvectra Corporation
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
Certain information required to be included in this Form 10 is incorporated by reference to those portions of the information statement filed herewith as Exhibit 99.1 that we specifically identify below.
Item 1.Business.
The information required by this item is contained under the sections of the information statement entitled “Summary,” “Business” and “Where You Can Find More Information” and is incorporated herein by reference.
Item 1A.Risk Factors.
The information required by this item is contained under the section of the information statement entitled “Risk Factors” and is incorporated herein by reference.
Item 2.Financial Information.
The information required by this item is contained under the section of the information statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and is incorporated herein by reference.
Item 3.Properties.
The information required by this item is contained under the section of the information statement entitled “Business – Facilities” and is incorporated herein by reference.
Item 4.Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference.
Item 5.Directors and Executive Officers.
The information required by this item is contained under the section of the information statement entitled “Management” and is incorporated herein by reference.
Item 6.Executive Compensation.
The information required by this item is contained under the section of the information statement entitled “Executive Compensation” and is incorporated herein by reference.
Item 7.Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is contained under the sections of the information statement entitled “Our Relationship with Greatbatch After the Spin-Off,” “Management” and “Certain Relationships and Related Person Transactions” and is incorporated herein by reference.
Item 8.Legal Proceedings.
The information required by this item is contained under the section of the information statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Legal Matters” and is incorporated herein by reference.
Item 9.Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters.
The information required by this item is contained under the sections of the information statement entitled “The Spin-Off,” “Listing and Trading of our Common Stock” and “Dividend Policy” and is incorporated herein by reference.
Item 10.Recent Sales of Unregistered Securities.
None.
Item 11.Description of Registrant’s Securities to be Registered.
The information required by this item is contained under the section of the information statement entitled “Description of Nuvectra Capital Stock” and is incorporated herein by reference.
Item 12.Indemnification of Directors and Officers.
The information required by this item is contained under the section of the information statement entitled “Indemnification and Limitations of Liability of Directors and Officers” and is incorporated herein by reference.
Item 13.Financial Statements and Supplementary Data.
The information required by this item is contained under the sections of the information statement entitled “Unaudited Condensed Combined Pro Forma Financial Statement” and “Index to Combined Financial Statements” and the combined financial statements referenced therein and is incorporated herein by reference.
Item 14.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 15.Financial Statements and Exhibits.
| (a) | Financial Statements |
The information required by this item is contained under the sections of the information statement entitled “Unaudited Condensed Combined Pro Forma Financial Statement” and “Index to Combined Financial Statements” and the combined financial statements referenced therein and is incorporated herein by reference.
| (b) | Exhibits |
The following documents are filed as exhibits hereto:
Exhibit No. | Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement between Greatbatch, Inc. and QiG Group, LLC | |
| 3.1 | Form of Certificate of Incorporation of Nuvectra Corporation* | |
| 3.2 | Form of By-laws of Nuvectra Corporation* | |
| 3.3 | Form of Certificate of Conversion* | |
| 4.1 | Specimen Common Stock Certificate of Nuvectra Corporation* | |
| 10.1 | Form of Transition Services Agreement between Greatbatch, Inc. and QiG Group, LLC | |
| 10.2 | Form of Tax Matters Agreement between Greatbatch, Inc. and QiG Group, LLC | |
Exhibit No. | Exhibit Description | |
| 10.3 | Form of Employee Matters Agreement between Greatbatch, Inc. and QiG Group, LLC* | |
| 10.4 | Form of Supply Agreement by and between Greatbatch Ltd. and QiG Group, LLC | |
| 10.5 | Form of Product Component Framework Agreement between Greatbatch Ltd. and QiG Group, LLC* | |
| 10.6 | Form of Officer Indemnification Agreement* | |
| 10.7 | Form of Director Indemnification Agreement* | |
| 10.8 | Form of Nuvectra Corporation 2016 Equity Incentive Plan† | |
| 10.9 | Employment Offer Letter between Greatbatch, Inc. and Scott F. Drees*† | |
| 10.10 | Employment Offer Letter between Greatbatch, Inc. and Walter Z. Berger*† | |
| 21.1 | List of subsidiaries of Nuvectra Corporation* | |
| 99.1 | Information Statement of Nuvectra Corporation, preliminary and subject to completion, dated as of December 30, 2015.* | |
| * | Filed herewith. |
| † | Management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 30, 2015 | QIG GROUP, LLC | |||||
By:
| /s/ Thomas J. Hook | |||||
| Name: | Thomas J. Hook | |||||
| Title: | President | |||||
