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): March 28, 2019
ALIGN TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-32259 | 94-3267295 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 2820 Orchard Parkway, San Jose, California 95134 |
| (Address of Principal Executive Offices) (Zip Code) |
(408) 470-1000
(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: | ||
| [ ] | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 7.01. Regulation FD Disclosure.
On March 28, 2019, Align Technology, Inc. (the “Company”) issued a press release announcing that the Company and Straumann Group reached an agreement to settle all currently outstanding patent disputes in the Unites States, the United Kingdom and Brazil, including those involving ClearCorrect, a subsidiary of Straumann Group. Under the terms of the settlement agreement, Straumann Group will pay the Company $35 million. The Company and Straumann Group also signed a non-binding letter of intent for a 5-year global development and distribution agreement for the iTero Element scanners. A copy of the press release is attached hereto as Exhibit 99.1.
SIGNATURE
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.
| ALIGN TECHNOLOGY, INC. | ||
| Date: March 28, 2019 | By: | /s/ Roger E. George |
| Roger E. George | ||
| Senior Vice President, Chief Legal and Regulatory Affairs | ||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release dated March 28, 2019 |
EXHIBIT 99.1
Align Technology and Straumann Group Settle Global ClearCorrect Patent Disputes and Sign Non-Binding Letter of Intent for Straumann to Distribute iTero Scanners
- Straumann agrees to immediate payment of $35 million settlement to Align
- Align and Straumann to dismiss existing patent disputes in US and UK
- Neodent to withdraw Brazil invalidity action against Align
- Align and Straumann sign non-binding letter of intent for 5-year global distribution agreement for sale of 5,000 iTero Element scanners and development agreement for integration into the Straumann CARES®/DWOS®workflow
SAN JOSE, Calif., March 28, 2019 (GLOBE NEWSWIRE) -- Align Technology, Inc. (NASDAQ: ALGN) and Straumann Group (SIX: STMN) announced today that they have reached an agreement to settle all currently outstanding patent disputes in the U.S., the U.K. and Brazil, including those involving ClearCorrect, a subsidiary of Straumann Group. Under the terms of the settlement, Straumann will pay Align $35 million.
Align and Straumann also signed a non-binding letter of intent for a 5-year global development and distribution agreement whereby Straumann would distribute 5,000 iTero Element scanners which would be fully integrated into the Straumann/Dental Wings CARES®/DWOS® workflow. This device would offer users access to the Straumann CARES digital workflow, Straumann’s CoDiagnostix guided implant surgery and ClearCorrect, in addition to the Invisalign workflow. Additionally, the parties are considering exploring the possibility of offering existing iTero users access to Straumann’s prosthetic and surgical planning workflows.
If for any reason the companies choose not to enter into the development and distribution agreement within 90 days of the Settlement Agreement’s effective date, Straumann will pay Align an additional $16 million in lieu of the development and distribution agreement. Other terms of the settlement agreement are confidential.
“This agreement brings an end to a series of patent disputes and allows both Align and Straumann to avoid the expense, uncertainty and distraction of continued litigation,” said Roger George, Align Technology senior vice president and general counsel. “We can now turn our attention to the potential of an exciting new channel for iTero scanners and a digital integration partner in Straumann, recognized as a world leader in digital dentistry.”
About Align Technology, Inc.
Align Technology designs and manufactures the Invisalign® system, the most advanced clear aligner system in the world, and iTero® intraoral scanners and services. Align's products help dental professionals achieve the clinical results they expect and deliver effective, cutting-edge dental options to their patients. Visit www.aligntech.com for more information.
For additional information about the Invisalign system or to find an Invisalign doctor in your area, please visit www.invisalign.com. For additional information about the iTero digital scanning system, please visit www.itero.com.
About Straumann
The Straumann Group (SIX: STMN) is a global leader in tooth replacement and orthodontic solutions that restore smiles and confidence. It unites global and international brands that stand for excellence, innovation and quality in replacement, corrective and digital dentistry, including Straumann, Neodent, Anthogyr, Medentika, ClearCorrect, Dental Wings, and other fully/partly owned companies and partners. In collaboration with leading clinics, institutes and universities, the Group researches, develops, manufactures and supplies dental implants, instruments, CADCAM prosthetics, biomaterials and digital solutions for use in tooth replacement and restoration or to prevent tooth loss.
Headquartered in Basel, Switzerland, the Straumann Group currently employs more than 6000 people worldwide and its products, solutions and services are available in more than 100 countries through a broad network of distribution subsidiaries and partners.
| Align Technology | Ethos Communication | |
| Madelyn Homick | Shannon Mangum Henderson | |
| (408) 470-1180 | (678) 417-1767 | |
| mhomick@aligntech.com | align@ethoscommunication.com |