UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant toTo Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of ~~the~~ earliest event reported): ~~October~~November 227, 2018

K2M GROUP HOLDINGS, INC.

(Exact ~~name~~Name of registrant as specified in ~~its~~ charter)

DELAWARE	001-36443	27-2977810
Delaware	001-36443	27-2977810
(State of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

600 Hope Parkway, SE

Leesburg, Virginia 20175

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (703) 777-3155

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:

☐	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 ~~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. ☐

This Current Report on Form 8-K is filed by K2M Group Holdings, Inc., a Delaware corporation (the “Company” or “K2M”), in connection with the matters described herein.

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders

~~This~~(a) ~~Current~~A ~~Report~~Special onMeeting ~~Form 8-K is~~of ~~being~~Stockholders ~~filed~~of bythe ~~K2M~~Company inwas ~~connection~~held ~~with~~on November an7, ~~agreement~~2018 ~~to settle~~(the ~~certain~~“Special ~~litigation~~Meeting”). ~~relating~~At to the ~~previously~~Special Meeting, ~~announced~~the ~~definitive~~Company’s ~~Agreement~~stockholders, ~~and~~upon ~~Plan~~the recommendation of ~~Merger (~~the ~~“merger~~Company’s ~~agreement”)~~Board of Directors, ~~dated~~voted asin favor of ~~August 29,~~the ~~2018,~~Merger byProposal ~~and~~(as ~~among~~defined ~~Stryker~~below). ~~Corporation~~The Company’s stockholders also approved, on a non-binding, ~~Michigan~~advisory ~~corporation (“Stryker”)~~basis, ~~Austin~~certain ~~Merger~~merger-related ~~Sub~~compensation ~~Corp.,~~arrangements aof ~~Delaware~~the ~~corporation~~Company’s ~~and~~named aexecutive ~~wholly~~officers. ~~owned~~Because ~~subsidiary~~there ofwere ~~Stryker~~sufficient ~~(“Merger~~votes ~~Sub”),~~at ~~and~~the ~~K2M,~~Special ~~pursuant~~Meeting to ~~which~~approve the Merger Proposal, ona ~~the~~vote ~~terms~~was ~~and~~not ~~subject~~called toon the ~~conditions~~proposal ~~set~~to ~~forth~~adjourn in the ~~merger~~Special ~~agreement, Merger~~Meeting ~~Sub~~to ~~will~~a ~~merge~~later ~~with~~date ~~and~~or ~~into K2M~~time, ~~with~~if ~~Merger~~necessary ~~Sub~~or ~~ceasing~~appropriate, to ~~exist~~solicit ~~and~~additional ~~K2M~~proxies ~~surviving~~to asvote ain ~~direct~~favor orof ~~indirect~~the ~~wholly~~approval ~~owned subsidiary~~ of ~~Stryker (~~the ~~“merger”)~~Merger Proposal.

~~Supplemental~~A ~~Disclosures~~total of 34,642,020 shares of the Company’s common stock, out of a total of 43,736,187 shares of common stock issued and outstanding and entitled to vote as of October 4, 2018 (the “Record Date”), were present in ~~Connection~~person ~~with~~or ~~Transaction~~represented ~~Litigation~~by proxy at the Special Meeting, representing approximately 79.2% of the outstanding shares entitled to vote, which constituted a quorum. A summary of the voting results for the following proposals, each of which is described in detail in the Company’s proxy statement dated October 5, 2018 (as amended or supplemented from time to time), and first mailed to the Company’s stockholders on or about October 9, 2018, is set forth below:

~~As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission~~ (~~the “SEC”~~b) onVoting ~~October 18,~~results ~~2018, two purported class action lawsuits were filed on October 11, 2018, in the United States District Court~~ for ~~the~~each ~~District~~matter ofare Delaware, challenging the merger. These lawsuits, Brown vs K2M Group Holdings, Inc. et al., Case No. 1:18-cv-01567-UNA and Franchi vs K2M Group Holdings, Inc. et al., Case No. 1:18-cv-01568-UNA (the “Actions”), name K2M and individual officers and members of the K2M Board of Directors as defendants. The Actions allege, among other things, that the defendants failed to disclose certain information relating to K2M’s financial projections set forth ~~in the proxy statement filed with the SEC on October 5, 2018~~below. On October 17, 2018, plaintiff in the Brown lawsuit filed a motion for a preliminary injunction seeking to enjoin the stockholder vote on the merger pending the disclosure of additional information.

~~K2M~~(1) ~~believes~~To ~~that~~adopt the ~~Actions~~Agreement ~~are without merit~~ and ~~that~~Plan noof ~~further disclosure is required to supplement the proxy statement under applicable law; however~~Merger, todated ~~eliminate~~as ~~the~~of ~~burden,~~August ~~expense~~29, ~~and uncertainties inherent in such litigation~~2018, ~~and without admitting any liability or wrongdoing, K2M has agreed to make certain supplemental disclosures to the proxy statement~~ as ~~set~~it ~~forth below.~~may ~~Nothing in these supplemental disclosures shall~~ be ~~deemed~~amended anfrom ~~admission~~time ofto ~~the~~time ~~legal necessity or materiality under applicable law of any of~~ (the ~~disclosures~~“Merger ~~set~~Agreement”), ~~forth~~by ~~herein.~~and ~~The~~among ~~defendants~~Stryker ~~have~~Corporation ~~vigorously denied~~(“Stryker”), ~~and~~Austin ~~continue~~Merger ~~vigorously~~Sub ~~to deny, that they have committed any violation of law or engaged in any of the wrongful acts that were alleged in the Actions~~Corp. In(“Merger ~~consideration~~Sub”) ~~for~~and ~~such supplemental disclosures by~~ K2M, ~~plaintiffs in~~ (the ~~Actions~~“Merger have agreed to voluntarily dismiss the Actions, and plaintiff in the Brown lawsuit has agreed to withdraw the motion for a preliminary injunction seeking to enjoin the stockholder vote on the merger pending the publication of additional disclosuresProposal”).

Supplements to the Proxy Statement


For	Against	Abstain	Broker Non-Votes
34,579,468	2,759	59,793	—

~~The~~(2) ~~supplemental~~To ~~disclosures~~approve, toon ~~the~~a ~~proxy~~non-binding, ~~statement~~advisory ~~set~~basis, ~~forth~~certain incompensation ~~this~~that ~~Current~~will ~~Report~~or ~~on Form 8-K below~~may ~~should~~ be ~~read~~paid ~~alongside~~by ~~the~~K2M ~~proxy~~to ~~statement, which should be read in~~ its ~~entirety,~~named ~~and~~executive toofficers ~~the extent~~ that ~~information~~is inbased ~~this Current Report~~ on ~~Form 8-K differs~~ ~~from~~ or ~~updates~~otherwise ~~information~~relates ~~contained~~to in the ~~proxy~~merger ~~statement,~~of ~~this~~Merger ~~Current~~Sub ~~Report~~with onand ~~Form 8-K shall~~into ~~supersede~~K2M (the ~~information~~“merger”), inwith ~~the proxy~~K2M ~~statement.~~surviving ~~Defined terms used but not otherwise defined herein have~~ the ~~meanings~~merger ~~set~~as ~~forth~~a inwholly-owned ~~the~~subsidiary ~~proxy~~of ~~statement~~Stryker.

1. The section of the proxy statement titled “Financial Projections” is hereby supplemented as follows:


For	Against	Abstain	Broker Non-Votes
32,684,984	1,804,915	152,121	—

A.(3) ~~Under~~To approve an adjournment of the ~~caption “Financial~~Special ~~Projections~~Meeting from time to time,” if necessary or appropriate, for the ~~table~~purpose ~~and~~of ~~related~~soliciting ~~footnotes~~additional onvotes ~~page~~in 54favor of the ~~proxy~~Merger ~~statement~~Proposal if there are ~~replaced~~not insufficient ~~their~~votes ~~entirety~~at asthe ~~follows:~~time of the Special Meeting to approve the Merger Proposal.

~~The~~Because ~~following~~stockholders ~~table~~holding ~~sets~~at ~~forth~~least a majority of the ~~Projections~~shares of the K2M common stock outstanding and ~~certain~~entitled ~~historical~~to ~~financial~~vote ~~information~~at the close of ~~for~~business ~~comparison~~on ~~purposes:~~the Record Date approved the Merger Proposal, the vote was not called on the proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional votes to approve the Merger Proposal had there been insufficient votes at the time of the Special Meeting to approve the merger and the other transactions contemplated by the Merger Agreement.

				Historical(1)(in millions)											Projected(in millions)
Line Item	2016			2017			LTM(2)			FTM(3)		2018			2019			2020			2021			2022
Revenue	$	237		$	258		$	272		$	312	$	294		$	333		$	376		$	423		$	476
Gross Profit	$	154		$	169		$	177		$	205	$	193		$	220		$	252		$	285		$	324
Total Operating Expenses	$	189		$	203		$	214				$	219		$	239		$	256		$	270		$	286
Operating Income / (Loss)(4)	$	(35	)	$	(33	)	$	(37	)			$	(27	)	$	(19	)	$	(4	)	$	16		$	38
Net Income / (Loss)	$	(42	)	$	(37	)	$	(39	)			$	(39	)	$	(35	)	$	(22	)	$	1		$	31
Adjusted EBITDA(5)	$	1		$	(1	)	$	(7	)			$	6		$	15		$	31		$	50		$	73
Other (Income) / Expense	$	7		$	5		$	7				$	12		$	16		$	17		$	14		$	8
Income Taxes Expense / (Benefit)(6)	$	0		$	(1	)	$	(4	)			$	0		$	0		$	0		$	0		$	0
Depreciation & Amortization(7)	$	29		$	27		$	24				$	23		$	22		$	24		$	22		$	22
Stock-based Compensation(8)	$	7		$	6		$	6				$	10		$	11		$	12		$	12		$	13
Spanish Transaction Expenses	$	0		$	0		$	0				$	0		$	0		$	0		$	0		$	0
Foreign Currency (Gain) / Loss	$	0		$	0		$	0				$	0		$	0		$	0		$	0		$	0
Unlevered Free Cash Flow(9)(10)															$	(6	)	$	9		$	29		$	52
Change in Working Capital(11)															$	(19	)	$	(20	)	$	(21	)	$	(20	)
Capital Expenditures(12)															$	(2	)	$	(2	)	$	(0	)	$	(0	)

Item 8.01.

Other Events

~~(1)~~On WeNovember 7, ~~have~~2018, ~~included~~the ~~historical~~Company ~~information~~issued ~~for~~a ~~comparison~~news ~~purposes~~release announcing results of the voting at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~(2)~~Item ~~LTM~~9.01. asFinancial ofStatements ~~June~~and ~~30, 2018.~~Exhibits

(3d) ~~FTM~~Exhibits ~~as of June 30, 2018.~~

(4) Projected Operating Income / (Loss) for the second half of 2018: $(6).


Exhibit No.		Description

99.1		News Release of K2M Group Holdings, Inc., dated November 7, 2018

~~(5)~~EXHIBIT ~~Adjusted~~INDEX EBITDA represents (i) Net Income / (Loss) plus/minus (ii) Other (Income) / Expense, plus/minus (iii) Income Taxes Expense / (Benefit), plus (iv) Depreciation & Amortization, plus (v) Stock-based Compensation, plus (vi) transaction expenses associated with K2M’s Spanish business combination, plus (vii) foreign currency transaction (gain) loss.

(6) Projected Income Taxes Expense / (Benefit) for the second half of 2018: $0.


Exhibit No.		Description

99.1		Press Release issued by K2M Group Holdings, Inc., dated November 7, 2018

(7) Projected Depreciation & Amortization for the second half of 2018: $11.

(8) Projected Stock-based Compensation for the second half of 2018: $7.

(9) Unlevered Free Cash Flow is calculated as (i) Operating Income / (Loss), plus/minus (ii) Income Taxes Expense / (Benefit), plus (iii) Depreciation & Amortization, plus (iv) Stock-based Compensation, plus/minus (v) Change in Working Capital, less (vi) Capital Expenditures, in each case, for such projected period.

(10) Projected Unlevered Free Cash Flow for the second half of 2018: $(3).

(11) Projected Change in Working Capital for the second half of 2018: $(14).

(12) Projected Capital Expenditures for the second half of 2018: $(1).

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These forward-looking statements include statements relating to the expected timing, completion and effects of the proposed merger, as well as other statements representing management’s beliefs about, future events, transactions, strategies, operations and financial results, including, without limitation, our expectations with respect to the costs and other anticipated financial impacts of the merger; future financial and operating results of K2M; K2M’s plans, objectives, expectations and intentions with respect to future operations and services; required approvals to complete the merger by our stockholders and by governmental regulatory authorities, and the timing and conditions for such approvals; the stock price of K2M prior to the consummation of the transactions; and the satisfaction of the closing conditions to the proposed merger. Such forward-looking statements often contain words such as “assume,” “will,” “anticipate,” “believe,” “predict,” “project,”

“potential,” “contemplate,” “plan,” “forecast,” “estimate,” “expect,” “intend,” “is targeting,” “may,” “should,” “would,” “could,” “goal,” “seek,” “hope,” “aim,” “continue” and other similar words or expressions or the negative thereof or other variations thereon. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements involve numerous assumptions, risks and uncertainties that may cause actual results to differ materially from those expressed or implied in any such statements. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described in any of our filings with the SEC. Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our periodic reports filed with the SEC and are available on our website at www.k2m.com under “Investor Relations.” You are urged to carefully consider all such factors. Although it is believed that the expectations reflected in such forward-looking statements are reasonable and are expressed in good faith, such expectations may not prove to be correct and persons reading this Current Report on Form 8-K are therefore cautioned not to place undue reliance on these forward-looking statements which speak only to expectations as of the date of this Current Report on Form 8-K. We do not undertake or plan to update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this Current Report on Form 8-K, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If we make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this Current Report on Form 8-K, such statements or disclosures will be deemed to modify or supersede such statements in this Current Report on Form 8-K.

Additional Information and Where to Find It

This Current Report on Form 8-K does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This Current Report on Form 8-K relates to a proposed acquisition of K2M by Stryker Corporation. In connection with this proposed acquisition, K2M has filed a definitive proxy statement and has filed or may file other documents with the SEC. This Current Report on Form 8-K is not a substitute for any proxy statement or other document K2M has filed or may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF K2M ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT HAVE BEEN (OR MAY BE) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The definitive proxy statement has been mailed to stockholders of K2M. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by K2M through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by K2M are available free of charge on K2M’s internet website at www.K2M.com or upon written request to: Secretary, K2M Group Holdings, Inc., 600 Hope Parkway, SE, Leesburg, Virginia 20175, or by telephone at (703) 777-3155.

Participants in Solicitation

K2M, its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in such solicitation in connection with the proposed merger is set forth in the definitive proxy statement filed with the SEC on October 5, 2018. Information about the directors and executive officers of K2M is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on March 1, 2018, its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on April 20, 2018, its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2018 and June 30, 2018, which were filed with the SEC on May 2, 2018 and August 2, 2018, respectively, and its Current Reports on Form 8-K or Form 8-K/A, which were

filed with the SEC on January 8, 2018, January 9, 2018, February 28, 2018, March 29, 2018, May 1, 2018, June 11, 2018, June 14, 2018, June 18, 2018, August 1, 2018, August 30, 2018, October 5, 2018 and October 18, 2018.

These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the definitive proxy statement and other relevant materials filed with the SEC.

K2M Group Holdings, Inc.

600 Hope Parkway, SE

Leesburg, Virginia 20175

Tel. (703) 777-3155

www.k2m.com

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.

			K2M GROUP HOLDINGS, INC.
K2M GROUP HOLDINGS, INC. (Registrant)
Date: October 22, 2018		By:	/s/ ERIC D. MAJOR
By:	/s/ ERIC D. MAJOR
		Name:	Eric D. Major
	Name: Eric D. Major
		Title	President and Chief Executive Officer
	Title: President and Chief Executive Officer

Date: November 7, 2018

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