avatar Natus Medical Incorporated Manufacturing
  • Location: California 
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    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ý Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2017 OR ¬ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000–33001 NATUS MEDICAL INCORPORATED (Exact name of Registrant as specified in its charter) Delaware 77–0154833 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 6701 Koll Center Parkway, Suite 120, Pleasanton, CA 94566 (Address of principal executive offices) (Zip Code) (925) 223-6700 (Registrant’s telephone number, including area code) Securities Registered Pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $0.001 par value per share The NASDAQ Stock Market LLC (Nasdaq Global Select Market) Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days. Yes ý No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. ý 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:


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    Large accelerated filer ý Accelerated filer ¬ Non-accelerated filer ¬ Smaller reporting company ¬ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No ý As of June 30, 2017, the last business day of Registrant’s most recently completed second fiscal quarter, there were 33,149,439 shares of Registrant’s common stock outstanding, and the aggregate market value of such shares held by non-affiliates of Registrant (based upon the closing sale price of such shares on the Nasdaq Global Select Market on June 30, 2017) was $1,236,474,075. Shares of Registrant’s common stock held by each executive officer and director and by each entity that owns 5% or more of Registrant’s outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. On February 18, 2018, the registrant had 33,160,428 shares of its common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE The Registrant has incorporated by reference, into Part III of this Form 10-K, portions of its Proxy Statement for the 2018 Annual Meeting of Stockholders.


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    EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (this "Amendment") to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, initially filed with the Securities and Exchange Commission ("SEC") on March 1, 2018 (the "Original Filing"), is being filed to amend and restate Item 15(a)(3) in Part IV of the Original Filing in order to update the Exhibit Index referred to therein. Also included in this Amendment are (i) signature page and (ii) certifications required of the principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. No attempt has been made in this Amendment to modify or update the other disclosures presented in the Original Filing. This Amendment does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures, including the exhibits to the Original Filing, affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings made with the SEC. PART IV ITEM 15. Exhibits, Financial Statement Schedules (a)(3) Exhibits The Exhibits listed in the Index to Exhibits, which appears immediately following the signature page and is incorporated herein by reference, are filed as part of this 10-K/A.


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    SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized. NATUS MEDICAL INCORPORATED By /s/ JAMES B. HAWKINS James B. Hawkins President and Chief Executive Officer By /s/ JONATHAN A. KENNEDY Jonathan A. Kennedy Executive Vice President and Chief Financial Officer Dated: March 12, 2018


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    EXHIBIT INDEX Incorporated By Reference Exhibit No. Exhibit Filing Exhibit No. File No. File Date 3.1 Natus Medical Incorporated Amended and S-1 3.1.1 333-44138 8/18/2000 Restated Certificate of Incorporation 3.2 Certificate of Amendment of the Amended and 8-K 3.1 000-33001 9/13/2012 Restated Certificate of Incorporation 3.3 Natus Medical Incorporated Certificate of 8-A 3.1.2 000-33001 9/6/2002 Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock 3.4 Bylaws of Natus Medical Incorporated 8-K 3.1 000-33001 6/18/2008 3.5 Amended and Restated Bylaws of Natus 10-Q 3.1 000-33001 5/9/2012 Medical Incorporated 10.1 Form of Indemnification Agreement between S-1 10.1 333-44138 8/18/2000 Natus Medical Incorporated and each of its directors and officers 10.2* Natus Medical Incorporated Amended and 8-K 10.1 000-33001 1/4/2006 Restated 2000 Stock Awards Plan 10.2.1* Form of Option Agreement under the Amended S-1 10.3.1 333-44138 8/18/2000 and Restated 2000 Stock Awards Plan 10.2.2* Form of Restricted Stock Purchase Agreement 10-Q 10.2 000-33001 8/9/2006 under the Amended and Restated 2000 Stock Awards Plan 10.2.3* Form of Restricted Stock Unit Agreement under 10-K 10.2.3 000-33001 3/14/2008 the Amended and Restated 2000 Stock Awards Plan 10.3* Natus Medical Incorporated 2000 Director 10-Q 10.02 000-33001 5/9/2008 Option Plan 10.3.1* Form of Option Agreement under the 2000 S-1 10.4.1 333-44138 8/18/2000 Director Option Plan 10.4* Natus Medical Incorporated 2000 Supplemental S-1 10.15 333-44138 2/9/2001 Stock Option Plan 10.4.1* Form of Option Agreement for 2000 S-1 10.15.1 333-44138 2/9/2001 Supplemental Stock Option Plan 10.5* Natus Medical Incorporated 2000 Employee 8-K 10.2 000-33001 1/4/2006 Stock Purchase Plan and form of subscription agreement thereunder 10.6* [Amended] 2011 Stock Awards Plan 14-A — 000-33001 4/20/2011 10.6.1* Form of Stock Option Award Agreement under 10-Q 10.1 000-33001 11/7/2011 the [Amended] 2011 Stock Plan 10.6.2* Form of Restricted Stock Award Purchase 10-Q 10.2 000-33001 11/7/2011 Agreement 10.6.3* Form of Restricted Stock Unit Agreement 10-Q 10.3 000-33001 11/7/2011 10.7* 2011 Employee Stock Purchase Plan 14-A — 000-33001 4/20/2011 10.7.1* 2011 Employee Stock Purchase Plan 14-A — 000-33001 4/20/2011 Subscription Agreement 10.8* Form of Employment Agreement between Natus 10-K 10.10 000-33001 3/10/2009 Medical Incorporated and each of its executive officers other than its Chief Executive Officer and Chief Financial Officer


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    Incorporated By Reference Exhibit No. Exhibit Filing Exhibit No. File No. File Date 10.8.1* Form of Amendment to Employment Agreement 10-K 000-33001 3/16/2015 between Natus Medical Incorporated and each of its executive officers other than its Chief Executive Officer and Chief Financial Officer 10.9* Amended employment agreement between Natus 8-K 99.1 000-33001 4/22/2013 Medical Incorporated and its Chief Executive Officer, James B. Hawkins dated April 19, 2013 10.10* Form of Employment Agreement between Natus 10-Q 10.1 000-33001 8/8/2013 Medical Incorporated and Jonathan A. Kennedy dated April 8, 2013 10.11 Credit Agreement between Natus Medical 8-K 10.1 000-33001 10/9/2015 Incorporated and CitiBank, NA dated October 9, 2015 10.12 Agreement For the Acquisition of Medical 10-Q 000-33001 2/29/2016 Devices between Medix ICSA and the Ministry of Health of the Republic of Venezuela dated October 15, 2015 10.13 Amendment to Agreement For the Acquisition of 10-Q 10.2 000-33001 11/3/2016 Medical Devices between Medix ICSA and the Ministry of Health of the Republic of Venezuela dated October 15, 2015 10.14 Credit Agreement, dated September 23, 2016, 10-Q 10.1 000-33001 11/3/2016 between the Company, JP Morgan Chase Bank, N.A. and Citibank, N.A. 10.15 Master Purchase Agreement, dated September 10-Q 10.3 000-33001 11/3/2016 25, 2016, between GN Hearing A/S, GN Nord A/S and the Company 16.1 Letter Regarding Change in Certifying 8-K 16.1 000-33001 3/28/2014 Accountant 21.1# Significant Subsidiaries of the Registrant 23.1# Consent of Independent Registered Public Accounting Firm 24.1 Power of Attorney (included on signature page) 31.1# Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2# Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.3 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.4 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1# Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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    Incorporated By Reference Exhibit No. Exhibit Filing Exhibit No. File No. File Date 101.INS# XBRL Instance Document 101.SCH# XBRL Taxonomy Extension Schema Document 101.CAL# XBRL Taxonomy Extension Label Calculation Linkbase Document 101.DEF# XBRL Taxonomy Extension Definition Document 101.LAB# XBRL Taxonomy Extension Label Linkbase Document 101.PRE# XBRL Taxonomy Extension Presentation Linkbase Document * Indicates a management contract or compensatory plan or arrangement # Previously filed with Annual Report on Form 10-K for year ended December 31, 2017


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    Exhibit 31.3 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James B. Hawkins, certify that: 1. I have reviewed this report on Form 10-K/A of Natus Medical Incorporated; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. Date: March 12, 2018 /s/ James B. Hawkins James B. Hawkins President and Chief Executive Officer


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    Exhibit 31.4 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jonathan Kennedy, certify that: 1. I have reviewed this report on Form 10-K/A of Natus Medical Incorporated; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Date: March 12, 2018 /s/ Jonathan A. Kennedy Jonathan A. Kennedy Executive Vice President and Chief Financial Officer


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