As filed with the Securities and Exchange Commission on March 19, 2003
Registration No. 333-68700
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ORTHOFIX INTERNATIONAL N.V.
(Exact name of Registrant as specified in its charter)
Netherlands Antilles Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7 Abraham de Veerstraat
Curacao, Netherlands Antilles
(Address of Registrant's principal executive offices)
Orthofix International N.V. Staff Share Option Plan
Orthofix International N.V. Executive Share Option Plan
(Full title of the plan)
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Orthofix Inc.
1720 Bray Central Drive
McKinney, TX 75069-8207
(469) 742-2500
(Name, address and telephone number of agent for service)
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Copies to:
George Spera, Esq.
Shearman & Sterling
599 Lexington Avenue, New York, NY 10022
(212) 848-4000
Explanatory Statement
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We are filing this Post-Effective Amendment No. 1 to our Registration
Statement on Form S-8, Registration No. 333-68700, in order to include as
Exhibit 4.4 the form of agreement used under our Performance Accelerated Stock
Option program ("PASO"). We administer PASO as a sub-plan of the Staff Share
Option Plan. The terms of PASO, including reservation of 1,000,000 of our
shares of Common Stock subject to options awarded under PASO, were independently
approved by our shareholders on June 29, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Orthofix International N.V. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Huntersville, North Carolina on March 19, 2003.
ORTHOFIX INTERNATIONAL N.V.
By: /s/ Charles W. Federico
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Name: Charles W. Federico
Title: Group President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on March 19, 2003.
Signature Title
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* Chairman of the Board of Directors
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Robert Gaines Cooper
* Deputy Chairman and Director
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Peter J. Hewett
* Executive Deputy Chairman and Director
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Edgar Wallner
/s/ Charles W. Federico Group President, Chief Executive Officer
- ---------------------------- and Director
Charles W. Federico
* Chief Financial Officer (Principal
- ---------------------------- Accounting Officer)
Thomas Hein
* Executive Vice President and Director
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Peter W. Clarke
* Director
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Jerry C. Benjamin
* Director
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James F. Gero
* Director
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Frederik K.J. Hartsuiker
* Director
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John W. Littlechild
* Director
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Alberto d'Abreu de Paulo
* By Charles W. Federico, attorney-in-fact
Exhibit Index
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description of Document
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4.1 Articles of Association of Orthofix International N.V., as
amended to date (filed as an exhibit to the Annual Report on
Form 20-F of Orthofix International N.V. for the year ended
December 31, 2000 (File 0-19961) incorporated herein by
reference)
4.2 Orthofix N.V. Staff Share Option Plan (filed as an exhibit to
the Registration Statement on Form S-8 of Orthofix
International N.V., Registration Statement No. 33-50900, and
incorporated herein by reference)
4.3 Orthofix N.V. Executive Share Option Plan (filed as an exhibit
to the Registration Statement on Form S-8 of Orthofix
International N.V., Registration Statement No. 33-50900, and
incorporated herein by reference)
4.4 Form of agreement under the Orthofix International N.V.
Performance Accelerated Stock Option program
5 Opinion of Smeets Thesseling & van Bokhorst, Netherlands
Antilles counsel to the Registrant, as to the legality of the
Common Shares being registered**
23.1 Consent of PricewaterhouseCoopers**
23.2 Consent of Smeets Thesseling & van Bokhorst **
24 Power of Attorney**
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** Previously filed