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): December 31, 2008
Orthofix
International N.V.
(Exact
name of registrant as specified in its charter)
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Netherlands
Antilles
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0-19961
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N/A
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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7
Abraham de Veerstraat
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Curacao
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Netherlands
Antilles
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: 011-59-99-465-8525
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e)
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Compensatory
Arrangements of Certain Officers.
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Amendment and Restatement of
Orthofix Deferred Compensation Plan
On December 31, 2008, the board of
directors of Orthofix Holdings, Inc. (the “Company”) approved
the amendment and restatement of the Orthofix Deferred Compensation Plan (the
“Plan”). The
amendment and restatement of the Plan will be effective on January 1, 2009 and
was approved for purposes of making the major changes noted below in an effort
to bring the Plan into compliance with Sections 409A and 457A of the U.S.
Internal Revenue Code of 1986, as amended (the “Code”):
(a) eliminate
the deferral of income tax on compensation attributable to services performed as
an employee after December 31, 2008 for Orthofix International N.V. by persons
who are U.S. taxpayers;
(b) prohibit
any further participation in the Plan by any member of the board of directors of
Orthofix International N.V. (except if such person also performs services as an
employee attributable, for tax purposes, to any U.S. subsidiaries);
and
(c) prohibit
the deferral of more than 50% of Compensation (as defined in the Plan) or such
other amount as we determine in our sole discretion.
The
deferral of Compensation is not permitted to the extent it is subject to Section
457A of the Code. The Plan may be amended, suspended or terminated at
any time by the Company or the Plan Administrator (as defined in the Plan) in
its sole discretion, subject to certain limitations set forth in the
Plan.
The
description of the amendment and restatement of the Plan in this Current Report
on Form 8-K is a summary and is qualified in its entirety by the terms of the
amended and restated Plan, a copy of which is attached hereto as Exhibit 10.1 and
incorporated by reference into this Item
5.02.
Item
9.01 Financial Statements and Exhibits.
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Amended
and Restated Orthofix Deferred Compensation
Plan
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SIGNATURES
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.
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ORTHOFIX
INTERNATIONAL N.V.
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By: /s/
Robert S. Vaters
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Robert
S. Vaters
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Executive
Vice President and Chief Financial
Officer
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Date:
January 7, 2009