Business Context and Reporting Period
This Form 8-K Current Report was filed by OrthoPediatrics Corp. on December 15, 2017. The report discloses a corporate governance event involving the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
On December 14, 2017, the Board of Directors appointed Samuel D. Riccitelli, 58, to fill a vacancy in Class II of the Board. Mr. Riccitelli was nominated by Squadron Capital LLC pursuant to a Stockholders' Agreement dated October 16, 2017. He joins three other Squadron-designated directors. His term continues until the 2019 Annual Meeting of Shareholders, at which time he will be considered for election to a three-year term. He has been appointed to the Corporate Governance Committee.
Guidance, Outlook, and Risks
The filing contains no guidance, outlook, or management commentary regarding future financial performance. No specific risks or contingencies are disclosed in this report other than the standard disclosure that Mr. Riccitelli is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the terms of the Stockholders' Agreement dated October 16, 2017, between OrthoPediatrics Corp. and Squadron Capital LLC.
- Review the attached press release (Exhibit 99.1) for details on Mr. Riccitelli's relevant experience.
- Confirm the standard non-employee director cash retainer details referenced in the Company's Form S-1/A filed on October 10, 2017.
- Monitor the 2019 Annual Meeting of Shareholders for the election of Mr. Riccitelli to a full three-year term.