As filed with the Securities and Exchange Commission on June 18, 2008
Registration No. 333-                    

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION OF SECURITIES UNDER
THE SECURITIES ACT OF 1933

WRIGHT MEDICAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		13-4088127
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)
5677 Airline Road
Arlington, Tennessee		38002
(Address of Principal Executive Offices)		(Zip Code)

Wright Medical Group, Inc.
Fifth Amended and Restated 1999 Equity Incentive Plan
(Full title of the plan)

Gary D. Henley
President and Chief Executive Officer
Wright Medical Group, Inc.
5677 Airline Road
Arlington, Tennessee 38002
(Name and address of agent for service)

(901) 867-9971
(Telephone number, including area code, of agent for service)

Copy to:
Beverly Sanders Gates
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
165 Madison Avenue, 20th Floor
Memphis, Tennessee 38103
(901) 526-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Amount

Maximum

Maximum

Title of Securities

to be

Offering Price

Aggregate

Amount of

to be Registered

Registered (1)

Per Share (2)

Offering Price (2)

Registration Fee

Common Stock

700,000

$29.28

$20,496,000

$806

 

 

STATEMENT UNDER GENERAL INSTRUCTION E —
REGISTRATION OF ADDITIONAL SECURITIES

The stockholders of Wright Medical Group, Inc. (the “Company”) originally approved the Company’s 1999 Equity Incentive Plan on December 7, 1999, and it was subsequently amended and restated on July 6, 2001, May 13, 2003, May 13, 2004, and May 12, 2005 (the “Equity Incentive Plan”). On May 14, 2008, the Company’s stockholders approved an amendment to the Equity Incentive Plan which (a) increased the number of shares of Common Stock available for awards thereunder by 700,000 shares, which are the subject of this registration statement, and (b) limited the number of Fair Value Awards to 1,279,555 shares of Common Stock. The contents of the Company’s earlier registration statements related to the Equity Incentive Plan (File Numbers 333-75176, 333-108638, 333-115541, and 333-125231) are incorporated herein by reference.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this registration statement:

1.		Annual report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008;
2.		Current report on Form 8-K filed on February 14, 2008;
3.		Current report on Form 8-K filed on February 19, 2008;
4.		Current report on Form 8-K filed on March 13, 2008;
5.		Current report on Form 8-K filed on April 3, 2008;
6.		Current report on Form 8-K/A filed on April 3, 2008;
7.		Current report on Form 8-K filed on April 8, 2008;
8.		Current report on Form 8-K filed on April 24, 2008;
9.		Quarterly report on Form 10-Q for the quarter ended March 31, 2008, filed on April 25, 2008;
10.		Current report on Form 8-K filed on April 28, 2008;
11.		Current report on Form 8-K filed on June 6, 2008;
12.		Current report on Form 8-K filed on June 10, 2008; and
13.		The description of the Common Stock set forth under the heading “Description of Capital Stock – Common Stock” in the Prospectus portion of Amendment No. 2 to the registration statement on Form S-1 (Registration No. 333-81618) filed with the Commission on February 28, 2002.

All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents with the Commission.

Item 8. Exhibits.

See the Index to Exhibits following the signature page herein.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company 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 the City of Arlington, State of Tennessee, on June 18, 2008.

		WRIGHT MEDICAL GROUP, INC.
		By:		/s/ Gary D. Henley   Gary D. Henley
				President and Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned directors and officers of Wright Medical Group, Inc. hereby severally constitutes and appoints Jason P. Hood and John K. Bakewell, and each of them, as the attorneys-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/ GARY D. HENLEY   Gary D. Henley		President and Chief Executive Officer (Principal Executive Officer) and Director		June 18, 2008
/s/ JOHN K. BAKEWELL   John K. Bakewell		Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		June 18, 2008
/s/ DAVID D. STEVENS   David D. Stevens		Chairman of the Board		June 18, 2008
/s/ GARY D. BLACKFORD   Gary D. Blackford		Director		June 18, 2008
/s/ MARTIN J. EMERSON   Martin J. Emerson		Director		June 18, 2008
/s/ LAWRENCE W. HAMILTON   Lawrence W. Hamilton		Director		June 18, 2008

Signature		Title		Date
/s/ JOHN L. MICLOT   John L. Miclot		Director		June 18, 2008
/s/ AMY S. PAUL   Amy S. Paul		Director		June 18, 2008
/s/ ROBERT J. QUILLINAN   Robert J. Quillinan		Director		June 18, 2008
/s/ JAMES T. TREACE   James T. Treace		Director		June 18, 2008

INDEX TO EXHIBITS

Exhibit No.				Description of Exhibits
	4.1			Fourth Amended and Restated Certificate of Incorporation of Wright Medical Group, Inc., (1) as amended by Certificate of Amendment of Fourth Amended and Restated Certificate of Incorporation of Wright Medical Group, Inc.(2)
	4.2			Second Amended and Restated Bylaws of Wright Medical Group, Inc. (3)
	4.3			Fifth Amended and Restated 1999 Equity Incentive Plan (the “Equity Incentive Plan”).(4)
	4.4			Form of Incentive Stock Option Agreement, as amended by form of Amendment No. 1 to Incentive Stock Option Agreement, pursuant to the Equity Incentive Plan. (1)
	4.5			Form of Non-Qualified Stock Option Agreement pursuant to the Equity Incentive Plan. (1)
	4.6			Form of Executive Stock Option Agreement pursuant to the Equity Incentive Plan. (5)
	4.7			Form of Non-Employee Director Stock Option Agreement pursuant to the Equity Incentive Plan. (5)
	4.8			Form of Executive Restricted Stock Grant Agreement pursuant to the Equity Incentive Plan.
	4.9			Form of Non-Employee Director Restricted Stock Grant Agreement pursuant to the Equity Incentive Plan.
	4.10			Form of Employee Restricted Stock Grant Agreement pursuant to the Equity Incentive Plan.
	4.11			Form of Sales Representative Restricted Stock Grant Agreement pursuant to the Equity Incentive Plan.
	5			Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC concerning the legality of the securities being registered.
	23.1			Consent of KPMG LLP.
	23.2			Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included in Exhibit 5).
	24			Power of Attorney (reference is made to the signature page).