UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM  i 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):  i August 24, 2022

 

Enovis Corporation

(Exact name of registrant as specified in its charter)

 

 

i Delaware		i 001-34045		i 54-1887631
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

i 2711 Centerville Road,  i Suite 400

i Wilmington,  i DE  i 19808

(Address of principal executive offices) (Zip Code)

 i (302)  i 252-9160

(Registrant’s telephone number, including area code)

Not applicable

(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):

 

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
i Common Stock, par value $0.001 per share		i ENOV		i New York Stock Exchange

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   i ☐

If an emerging growth company, indicate by checkmark 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 5.04

Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On August 24, 2022, Enovis Corporation (the “Company”) received a notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, from the plan administrator of the Enovis Corporation 401(k) Savings Plan Plus (the “Plan). The notice informed the Company of a blackout period during which participants and beneficiaries of the Plan will temporarily be unable to: (i) purchase, sell, or otherwise acquire or transfer funds into or out of any of the investment alternatives in the Plan, including Company common stock; (ii) change allocations for future contributions, make payroll percentage elections, or designate beneficiaries in the Plan; (iii) receive distributions or withdrawals from, or terminate their participation in, the Plan; (iv) receive loans from the Plan; or (v) make rollover contributions into the Plan. The blackout period is required due to the need to administratively process the upcoming migration of the Plan to a new recordkeeping platform.

On August 24, 2022, the Company delivered to its directors and its officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a notice required by Rule 104 of the Securities and Exchange Commission Regulation Blackout Trading Restriction (“Regulation BTR”). The Regulation BTR notice imposes a blackout period on such directors and officers during which they will be prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring any Company common stock or derivative securities with respect to Company common stock acquired in connection with their service or employment as a director or officer, except as otherwise exempted by Regulation BTR. A copy of the Regulation BTR blackout notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The blackout period applicable to Plan participants and beneficiaries, as well as to our directors and officers subject to Section 16 of the Exchange Act, is expected to begin on September 23, 2022 at 4:00 p.m. Eastern Time and is expected to end at 8:00 a.m. Eastern Time on October 14, 2022. If there is a change to the beginning date or the length of the blackout period, the Company will provide notice of such adjustment as soon as reasonably practicable. The Company’s common stockholders or other interested persons may obtain, without charge, the actual beginning and ending dates of the blackout period (during the blackout period and for a period of two years after the ending date of the blackout period) and answers to other inquiries about the blackout period by contacting Brian Hanigan, Corporate Secretary, Enovis Corporation, at 2711 Centerville Road, Suite 400, Wilmington, DE 19808, or by calling (302) 252-9160.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

99.1		Regulation BTR Blackout Notice, dated August 24, 2022, provided to directors and Section 16 officers of Enovis Corporation
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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: August 24, 2022				ENOVIS CORPORATION
				By:		/s/ Bradley J. Tandy
				Name:		Bradley J. Tandy
				Title:		Senior Vice President and General Counsel