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Attachment 1
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
Date of
Report (Date of earliest event reported): October 21, 2009
ARTHROCARE
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
0-027422
|
94-3180312
|
|
(State
or other Jurisdiction of
|
(Commission
File
|
(I.R.S.
Employer
|
|
Incorporation
or Organization)
|
Number)
|
Identification
No.)
|
7500
Rialto Blvd., Building Two, Suite 100
Austin,
TX 78735
(512)
391-3900
(Address
and Telephone Number of Principal Executive Offices)
N/A
(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 (see General Instruction A.2 below):
¨
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 14e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 5.02 Appointment of Certain
Officers.
On
October 21, 2009, the Board of Directors of ArthroCare Corporation (the
“Company”) appointed David Fitzgerald as President and Chief Executive
Officer. Mr. Fitzgerald, age 75, served as the Company’s Acting
President and Chief Executive Officer since February 19, 2009, and has been a
member of the Company’s Board of Directors since 2003. Prior to
becoming a member of the Company's Board of Directors, he spent twenty-five
years in executive management positions at Pfizer, Inc., serving as President
and Chief Executive Officer of its Howmedica Orthopedics division during his
last fifteen years with the company, as well as serving as Senior Vice President
of Pfizer’s medical device group. He was also a Vice President of
Pfizer Corporation prior to retiring in 1996. He currently serves on the Board
of Advisors of Sandvik MedTech. He served as Director and Chairman of the Board
of Orthovita from 2001 to 2009 and he served on the Board of Directors of
LifeCell Corporation from 2001 until the company was acquired by Kinetic
Concepts, Inc. in 2008. He holds a B.S. from American International College and
a M.B.A. from New York University. Compensation arrangements with Mr.
Fitzgerald are described in Item 5.02 of the Company’s Current Report on Form
8-K filed April 3, 2009, which is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
The
Company’s press release announcing the appointment of David Fitzgerald as
President and Chief Executive Officer is furnished as Exhibit 99.1
hereto.
In
accordance with general instruction B.2 of Form 8-K, the information in this
report (including exhibits) that is being furnished pursuant to Item 7.01 of
Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act, as amended, or otherwise subject to liabilities of that
section, nor shall they be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as expressly set forth in such
filing. This report will not be deemed an admission as to the
materiality of any information in the report that is provided in connection with
Regulation FD.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The
information provided herein includes forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Statements that are not historical facts are
forward-looking statements. Forward-looking statements are based on
beliefs and assumptions by management and on information currently available to
management. Forward-looking statements speak only as of the date they
are made, and the Company undertakes no obligation to update any of them
publicly in light of new information or future events. Additional
factors that could cause actual results to differ materially from those
contained in any forward-looking statement include, without limitation: the
ability of the Company to fulfill its obligations with respect to the rights of
the holders of the Series A Preferred Stock, including but not limited to the
redemption rights and registration rights of the holders of the Series A
Preferred Stock; the outcome of litigation and arbitration proceedings involving
the Company, including the final resolution of the Company’s arbitration with
Gyrus Group, PLC and Ethicon, Inc.; unanticipated accounting issues or audit
issues regarding the financial data for the periods being restated in the
Company’s previously announced restatement; the ability of the Company and its
independent registered public accounting firm to confirm information or data
identified in the review of the Company’s internal controls and the review of
insurance billing and healthcare fraud-and-abuse compliance practices conducted
under the supervision of the Audit Committee of the Board of Directors (the
reviews of internal controls and insurance reimbursement practices are
collectively referred to herein as the “Reviews”); the likelihood that
deficiencies in the Company’s internal controls constitute material weaknesses
in the Company’s internal control over financial reporting; unanticipated issues
regarding the Reviews that prevent or delay the Company’s independent registered
public accounting firm from relying upon the Reviews or that require additional
efforts, documentation, procedures, review or investigation; the Company’s
ability to design or improve internal controls to address issues detected in the
Reviews or by management in its reassessment of the Company’s internal controls;
the impact upon the Company’s operations of the Reviews, legal compliance
matters or internal controls, improvement and remediation; difficulties in
controlling expenses, including costs of the Reviews, legal compliance matters
or internal controls review, improvement and remediation; the Company’s ability
to become current in its periodic reporting under the Exchange Act; the results
of the investigations being conducted by the Staff of the Division of
Enforcement of the Commission and the United States Attorneys’ offices in
Florida and North Carolina; the impact on the Company of additional civil and
criminal investigations by state and federal agencies and civil suits by private
third parties involving the Company’s financial reporting and its previously
announced restatement and its insurance billing and healthcare fraud-and-abuse
compliance practices; general business, economic and political conditions;
competitive developments in the medical devices market; changes in applicable
legislative or regulatory requirements; the Company’s ability to effectively and
successfully implement its financial and strategic alternatives, as well as
business strategies, and manage the risks in its business; and the reactions of
the marketplace to the foregoing.
Item 9.01 Financial Statements and
Exhibits.
Exhibits
|
Exhibit
Number |
Title
|
|
|
99.1
|
Press
Release
|
SIGNATURES
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.
|
Date: October
26, 2009
|
ARTHROCARE
CORPORATION
|
|
|
By:
|
/s/
David Fitzgerald
|
|
|
David
Fitzgerald
|
||
|
President
and Chief Executive
Officer
|
||
ARTHROCARE
CORPORATION
INDEX
TO EXHIBITS
|
Exhibit
Number |
Title
|
|
|
99.1
|
Press
Release
|