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 18, 2017 BOVIE MEDICAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-12183 11-2644611 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 4 Manhattanville Road, Suite 106, Purchase, NY 10577 (Address of principal executive offices, zip code) (914) 468-4009 (Issuer s telephone number) (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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Robert L. Gershon as Chief Executive Officer and Director Robert L. Gershon, the Chief Executive Officer and a director of Bovie Medical Corporation (the Company ), resigned from all of his positions with the Company (the Resignation ) effective December 15, 2017 (the Separation Date ). In connection with this departure, the Company and Mr. Gershon entered into a separation agreement, dated December 15, 2017 (the Separation Agreement ). The following is a brief description of the material terms and conditions of the Separation Agreement: (i) Mr. Gershon shall be paid all amounts in the manner provided under section 12(d) of his Employment Agreement, dated March 14, 2013, as amended on October 14, 2015, as previously filed with the Securities and Exchange Commission on the Company s Current Report on Form 8-K, filed on March 20, 2013, and the Company s Current Report on Form 8- K, filed on October 19, 2017, respectively (collectively, the Employment Agreement ), except that (i) the Company will pay the full expense of Mr. Gershon s COBRA coverage for a period of thirteen (13) months from the Separation Date, (ii) Mr. Gershon shall receive his Performance Bonus for calender year 2017, (iii) Mr. Gershon shall receive monthly payments of one-twelfth (1/12 th ) of the Target Bonus (as defined in the Employment Agreement) for the 12-month period following the Separation Date in accordance with the applicable Executive Compensation Plan; (ii) All of Mr. Gershon s option grants shall be treated in the manner provided for in the applicable plan and award agreement(s), provided that the option grants that would be exercisable as of December 13, 2018 shall be vested and remain exercisable for a period of twelve (12) months following the Separation Date; (iii) The Separation Agreement contains customary a general waiver and release of claims against the Company. The Company will recognize approximately $860,000 of separation related expense in the fourth quarter of 2017 and is updating its fiscal year 2017 guidance expectations to reflect the financial impact. The Company now expects a GAAP loss of approximately $6.3 million, compared to a loss of $5.0 million, and an adjusted EBITDA loss in a range of $4.6 million to $4.8 million, compared to adjusted EBITDA loss in a range of $3.3 to $3.5 million in our prior guidance range. The foregoing is a summary only of the material terms of the Separation Agreement and is qualified in its entirety by reference to the full text of the Separation Agreement, to be filed with the Company s Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Appointment of Charles D. Goodwin II as the Company s Chief Executive Officer On December 15, 2017, the Company appointed Charles D. Goodwin II, age 51, as the Company Chief Executive Officer and as a director. Mr. Goodwin served as the CEO (US) of MIS Implants Technologies, Inc., a closely held private company specializing in dental implants, from November 2014, until September, 2016. From 2008 to 2013, Mr. Goodwin served as Group Vice President of Olympus/Gyrus ACMI, a global surgical energy group. Mr. Goodwin holds a B.A. Finance and Economics from Eastern Washington University. 2
In connection with his appointment, the Company and Mr. Goodwin entered into an employment agreement (the Goodwin Employment Agreement ) dated December 15, 2017 (the Effective Date ). Under the Goodwin Employment Agreement, Mr. Goodwin will receive an initial annual base salary of $400,000. In addition, Mr. Goodwin shall be eligible to participate in the Company s equity-based incentive plans and may receive awards thereunder as determined by the Company s Compensation Committee from time to time and subject to the terms and conditions of such plans and any award agreement(s). The Company shall also grant Mr. Goodwin a non-qualified stock option to purchase 1,000,000 shares of the Company s common stock at an exercise price equal to the closing price of the shares of the Company s common stock on its principal exchange as of the Effective Date, which shall vest as follows: 50% on the first anniversary of Mr. Goodwin s employment and the remaining 50% on the second anniversary of Mr. Goodwin s employment. Mr. Goodwin was appointed by the Board of Directors to serve as a director of the Company to fill the vacancy created by the departure of Mr. Gershon. The Company believes that Mr. Goodwin is qualified to serve as a director of the Company because of his extensive experience working with medical device companies and knowledge of the industries in which the Company competes. The foregoing is a summary only of the material terms of the Goodwin Employment Agreement and is qualified in its entirety by reference to the full text of the Goodwin Employment Agreement, to be filed with the Company s Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Item 8.01 - Other Events On December 18, 2017, the Company issued a press release reporting the departure of Mr. Gershon and appointment of Mr. Goodwin as CEO and as a director. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Item 9.01 - Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Press release dated December 18, 2017 3
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: December 18, 2017 By: /s/ Jay D. Ewers Jay D. Ewers Chief Financial Officer and Secretary 4
EXHIBIT 99.1 Bovie Medical Corporation Appoints Charles D. Goodwin Chief Executive Officer; Updates 2017 Outlook Mr. Goodwin Brings Nearly 25 Years of Experience in the Medical Technology Industry to Advance the Growth and Profitability of Bovie Medical and Drive the Commercialization of J-Plasma CLEARWATER, FL DECEMBER 18, 2017 - Bovie Medical Corporation (NYSEMKT:BVX) (the "Company"), a maker of medical devices and supplies and the developer of J-Plasma, a patented new surgical product, today announced that Charles D. Goodwin has been named Chief Executive Officer, and will join the Company s Board of Directors effective December 15, 2017. Mr. Goodwin succeeds Robert L. Gershon, who has resigned to pursue other opportunities. The Board thanks Rob for his service and wishes him well in his future endeavors. After thorough consideration, The Board of Directors has voted unanimously to appoint Charlie to the role of Chief Executive Officer, said Andrew Makrides, Chairman of the Company s Board of Directors. The appointment of Mr. Goodwin represents an important strategic decision for Bovie Medical as we pursue strong growth performance and improving profitability. Charlie is the ideal executive to lead the Company on its next stage of growth. Mr. Makrides continued: Over the course of his nearly 25-year career in the medical device industry, Charlie has a demonstrated track record of delivering strong revenue growth and operational excellence. As Vice President of Olympus Corporation s global surgical energy group for five years, Charlie was directly responsible for the group s global commercial strategy, managing a team of over 500 employees with full profit and loss responsibility. Prior to joining Olympus, Charlie was the President of Worldwide Sales at Gyrus ACMI, where he led the business to record growth in sales and profit, and served as a key member of the executive team that negotiated the acquisition of Gyrus ACMI by Olympus for $2.2 billion. Before his promotion to President of Worldwide Sales, Charlie was instrumental in developing Gyrus s global distribution network as President, Surgical Division, where he achieved average annual sales growth of 35% for three consecutive years. The Board is confident that he will drive growth and enhance the Company s operational performance, which together we believe will increase shareholder value going forward. I am excited to lead Bovie Medical as the Company commercializes its transformational J-Plasma technology and continues to grow sales, said Charlie Goodwin, Chief Executive Officer of Bovie Medical. J-Plasma represents an exciting step forward from the surgical energy technologies that have been traditionally applied in these markets, with its potential in several surgical specialties to improve surgical precision and enhance procedure safety by minimizing collateral tissue damage. I am looking forward to working together with our employees and the Board to continue to drive the commercial adoption of this unique, cutting edge energy technology, for the benefit of our customers and shareholders.
2017 Outlook: The Company now expects total revenue in the range of $37.0 million to $37.5 million, representing growth of 0% to 1% year-over-year, compared to prior guidance which assumed growth in the range of approximately 4% to 5% yearover-year. The change in the total revenue guidance range is driven primarily by softer sales performance in our Core segment in the fourth quarter; J-Plasma sales growth expectations remain unchanged from prior guidance expectations. The Company expects total revenue growth to be driven by: Advanced Energy sales growth in the range of approximately 93% to 98% year-over-year, unchanged from prior guidance expectations, OEM sales decline in the range of approximately 53% to 54% year-over-year, as compared to a decline in the range of approximately 50% to 55% previously, Core sales growth in the range of approximately 0% to 1% year-over-year, as compared to growth in the range of approximately 3% to 4% year-over-year previously. The Company now expects a GAAP net loss of approximately $6.3 million, compared to prior guidance for a loss of $5 million and adjusted EBITDA loss in a range of $4.6 million to $4.8 million, compared to adjusted EBITDA loss in a range of $3.3 to $3.5 million previously. The new GAAP net loss and adjusted EBITDA loss range for fiscal year 2017 includes approximately $0.9 million in separation expense related to the CEO change. 2
Investor Relations Contact: Westwicke Partners on behalf of Bovie Medical Corporation Mike Piccinino, CFA 443-213-0500 investor.relations@boviemed.com About Bovie Medical Corporation: Bovie Medical Corporation is a leading maker of medical devices and supplies as well as the developer of J-Plasma, a patented plasma-based surgical product for cutting, coagulation and ablation of soft tissue. J-Plasma utilizes a helium ionization process to produce a stable, focused beam of plasma that provides surgeons with greater precision, minimal invasiveness and an absence of conductive currents through the patient during surgery. The new J-Plasma handpieces with Cool-Coag technology deliver the precision of helium plasma energy, the power of traditional monopolar coagulation and the efficiency of plasma beam coagulation - enabling thin-layer ablation and dissection and fast coagulation with a single instrument, minimizing instrument exchange and allowing a surgeon to focus on their patient and their procedures. With Cool-Coag technology, the new J-Plasma handpieces can deliver three distinctly different energy modalities - further increasing the utility and versatility of the J-Plasma system. Bovie Medical Corporation is also a leader in the manufacture of a range of electrosurgical products and technologies, marketed through both private labels and the Company s own well-respected brands (Bovie, IDS and DERM ) to distributors worldwide. The Company also leverages its expertise through original equipment manufacturing (OEM) agreements with other medical device manufacturers. For further information about the Company s current and new products, please refer to the Investor Relations section of Bovie Medical Corporation at www.boviemed.com. Cautionary Statement on Forward-Looking Statements: Certain matters discussed in this release and oral statements made from time to time by representatives of the Company may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond the Company's ability to control or predict. Important factors that may cause actual results to differ materially and that could impact the Company and the statements contained in this release can be found in the Company's filings with the Securities and Exchange Commission including the Company's Report on Form 10-K for the year ended December 31, 2016 and subsequent Form 10-Q filings. For forwardlooking statements in this release, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. 3