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
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Date of Report (Date of earliest event reported): December 29, 2005
Orthofix International N.V.
(Exact name of Registrant as specified in its charter)
Netherlands Antilles 0-19961 N/A
(State or other jurisdiction Commission File Number (I.R.S. Employer
of incorporation) Identification Number)
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7 Abraham de Veerstraat
Curacao
Netherlands Antilles N/A
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-59-99-465-8525
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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 (see General Instruction A.2.):
[ ] 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))
Section 1. Registrant's Business and Operations.
Item 1.01. Entry into a Material Definitive Agreement.
On December 29, 2005, Orthofix International N.V., a corporation organized under
the laws of the Netherlands Antilles (the "Company"), Orthofix Inc., a Minnesota
corporation, and Charles W. Federico entered into an amendment effective as of
December 29, 2005 (the "Amendment") to the existing employment agreement between
the Company and Mr. Federico, dated as of April 15, 2005 (the "Agreement") to
comply with applicable provisions of Section 409A of the Internal Revenue Code
(the "Code") and any guidance issued thereunder. The purpose of the Amendment is
to cause certain general provisions and options subject to the Agreement to
comply with the Code and is unrelated to Mr. Federico's appointment as President
and Chief Executive Officer. A copy of the Amendment is attached as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference.
(c) Exhibits:
Exhibit No. Description of Document
10.1 Amendment to Employment Agreement between Charles W. Federico,
Orthofix, Inc. and Orthofix International N.V., dated as of
December 29, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: December 30, 2005
ORTHOFIX INTERNATIONAL N.V.
By: /s/ Thomas Hein
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Name: Thomas Hein
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Document
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10.1 Amendment to Employment Agreement between Charles W. Federico,
Orthofix, Inc. and Orthofix International N.V., dated as of
December 29, 2005.