Unassociated Document
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 10, 2010
INVIVO
THERAPEUTICS HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
|
|
000-52089
(Commission File
No.)
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|
36-4528166
(IRS
Employer Identification No.)
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One Broadway, 14th Floor
Cambridge,
Massachusetts
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02142
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(Address of principal
executive offices)
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(Zip
Code)
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(617) 475-1520
(Registrant’s
telephone number, including area code)
Design
Source, Inc., 100 Europa Drive, Suite 455, Chapel Hill, NC 27517
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.05
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Amendments to the Registrant’s
Code of Ethics, or Waiver of a Provision of the Code of Ethics.
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On
December 10, 2010, the Board of Directors of InVivo Therapeutics Holdings Corp.
(the “Company”) adopted a new Code of Business Conduct and Ethics (the “New Code
of Ethics”), superseding and replacing the prior Code of Ethics adopted in
2006.
The New
Code of Ethics sets forth legal and ethical standards of conduct for employees,
officers and directors of the Company and its subsidiaries, including the
Company’s principal executive officer and its senior financial officers
(principal financial officer and controller or principal accounting officer, or
persons performing similar functions). The New Code of Ethics is
intended to deter wrongdoing and to promote the conduct of all Company business
in accordance with high standards of integrity and in compliance with all
applicable laws and regulations.
The
foregoing summary is subject to and is qualified in its entirety by reference to
the full text of the New Code of Ethics, a copy of which is attached as Exhibit
14.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The New
Code of Ethics will be posted in the “Investor Relations” section of the
Company’s website, www.invivotherapeutics.com.
Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
The
exhibit listed in the Exhibit Index below is filed with this
report.
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.
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InVivo
Therapeutics Holdings Corp. |
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Date:
December 16, 2010
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By:
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/s/ Frank
M. Reynolds |
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Frank
M. Reynolds |
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Chief
Executive Officer |
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EXHIBIT
INDEX
Exhibit
No.
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Description
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14.1 |
InVivo Therapeutics
Holdings Corp. Code of Business Conduct and
Ethics |
Unassociated Document
INVIVO
THERAPEUTICS HOLDINGS CORP.
CODE
OF BUSINESS CONDUCT AND ETHICS
This Code
of Business Conduct and Ethics (the “Code”) sets forth legal and ethical
standards of conduct for employees, officers and directors of InVivo
Therapeutics Holdings Corp. and its subsidiaries (the “Company”), including the
Company’s principal executive officer and its senior financial officers
(principal financial officer and controller or principal accounting officer, or
persons performing similar functions). This Code is intended to deter
wrongdoing and to promote the conduct of all Company business in accordance with
high standards of integrity and in compliance with all applicable laws and
regulations. This Code applies to the Company and all of its
subsidiaries and other business entities controlled by it
worldwide.
If you
have any questions regarding this Code or its application to you in any
situation, you should contact your supervisor and/or Tom Rosedale, Outside
Counsel of the Company.
Compliance
with Laws, Rules and Regulations
The
Company requires that all employees, officers and directors comply with all
laws, rules and regulations applicable to the Company wherever it does
business. You are expected to use good judgment and common sense in
seeking to comply with all applicable laws, rules and regulations and to ask for
advice when you are uncertain about them.
If you
become aware of the violation of any law, rule or regulation by the Company,
whether by its employees, officers or directors, it is your responsibility to
promptly report the matter to your supervisor and/or Tom Rosedale, Outside
Counsel of the Company at trosedale@brllawgroup.com. While it is the
Company’s desire to address matters internally, nothing in this Code should
discourage you from reporting any illegal activity, including any violation of
the securities laws, antitrust laws, and environmental laws or any other
federal, state or foreign law, rule or regulation, to the appropriate regulatory
authority. Employees, officers and directors
shall not discharge, demote, suspend, threaten, harass or in any other manner
discriminate against an employee because he or she in good faith reports any
such violation. This Code should not be construed to prohibit
you from testifying, participating or otherwise assisting in any state or
federal administrative, judicial or legislative proceeding or
investigation.
Conflicts
of Interest
Employees,
officers and directors must act in the best interests of the
Company. You must refrain from engaging in any activity or having a
personal interest that presents a “conflict of interest.” A conflict
of interest occurs when your personal interest interferes with the interests of
the Company. A conflict of interest can arise whenever you, as an
employee, officer or director, take action or have an interest that prevents you
from performing your Company duties and responsibilities honestly, objectively
and effectively.
For
example:
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·
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No
employee, officer or director shall perform services as a consultant,
employee, officer, director, advisor or in any other capacity for, or have
a financial interest in, a competitor of the Company, other
than services performed at the request of the Company and other than a
financial interest representing less than one percent (1%) of the
outstanding shares of a publicly held company;
and
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·
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No
employee, officer or director shall use his or her position with the
Company to influence a transaction with a supplier or customer in which
such person has any personal interest, other than a financial interest
representing less than one percent (1%) of the outstanding shares of a
publicly held company.
|
It is
your responsibility to disclose any material transaction or relationship that
reasonably could be expected to give rise to a conflict of
interest. The Company has a, confidential reporting hotline for the
reporting of any violations of our values or any wrongdoing. Please
call (617) 399-6935 to safely and anonymously communicate with management about
any potential conflicts of interest that you may face. The hotline
makes it possible for ongoing anonymous communication with management. Detailed
information on how to use the hotline is provided in “Reporting and Compliance
Procedures,” below.
Insider
Trading
Employees,
officers and directors who have material non-public information about the
Company or other companies, including our suppliers and customers, as a result
of their relationship with the Company are prohibited by law and Company policy
from trading in securities of the Company or such other companies, as well as
from communicating such information to others who might trade on the basis of
that information. To help ensure that you do not engage in prohibited
insider trading and avoid even the appearance of an improper transaction, the
Company has adopted a specific policy governing trading in
securities. This policy has been distributed to all employees,
officers and directors and is otherwise available from Tom Rosedale, Outside
Counsel of the Company.
Confidentiality
Employees,
officers and directors must maintain the confidentiality of information
entrusted to them by the Company or other companies, including our suppliers and
customers, except when disclosure is authorized by a supervisor or legally
mandated. Unauthorized disclosure of any confidential information is
prohibited. Additionally, employees should take appropriate
precautions to ensure that confidential or sensitive business information,
whether it is proprietary to the Company or another company, is not communicated
within the Company except to employees who have a need to know such information
to perform their responsibilities for the Company. In the event you
have executed a confidentiality agreement with the Company, such agreement
imposes specific obligations and restrictions on you and such obligations shall
govern to the extent they are, in any way, contrary to the terms of this
Code.
Third
parties may ask you for information concerning the
Company. Employees, officers and directors (other than the Company’s
authorized spokespersons) must not discuss internal Company matters with, or
disseminate internal Company information to, anyone outside the Company, except
as required in the performance of their Company duties and after an appropriate
confidentiality agreement is in place. This prohibition applies
particularly to inquiries concerning the Company from the media, market
professionals (such as securities analysts, institutional investors, investment
advisers, brokers and dealers) and security holders. All responses to
inquiries on behalf of the Company must be made only by the Company’s authorized
spokespersons. If you receive any inquiries of this nature, you must
decline to comment and refer the inquirer to your supervisor or one of the
Company’s authorized spokespersons.
You also
must abide by any lawful obligations that you have to any former
employer. These obligations may include restrictions on the use and
disclosure of confidential information, restrictions on the solicitation of
former colleagues to work at the Company and non-competition
obligations.
Honest
and Ethical Conduct and Fair Dealing
Keeping
the best interests of the Company in mind, employees, officers and directors
should endeavor to deal honestly, ethically and fairly with the Company’s
suppliers, customers, competitors and employees. Statements regarding
the Company’s products and services must not be untrue, misleading, deceptive or
fraudulent. You must not take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair-dealing practice.
Protection
and Proper Use of Corporate Assets
Employees,
officers and directors should seek to protect the Company’s
assets. Theft, carelessness and waste have a direct impact on the
Company’s financial performance. Employees, officers and directors
must use the Company’s assets and services solely for legitimate business
purposes of the Company and not for any personal benefit or the personal benefit
of anyone else.
Employees,
officers and directors must advance the Company’s legitimate interests when the
opportunity to do so arises. You must not take for yourself
opportunities that are discovered through your position with the Company or the
use of property or information of the Company.
Gifts
and Gratuities
The use
of Company funds or assets for gifts, discounts, services, gratuities or other
favors to any employee, officer, director, government official or to any
customer, supplier, competitor or other person doing or seeking to do business
with the Company is prohibited, except to the extent such gifts, discounts,
services, gratuities or other favors are in compliance with the Company’s
policies, applicable law, nominal in amount, not given in consideration or
expectation of any action by the recipient or the giver, not knowingly in
violation of policies applicable to the recipient and do not reasonably have the
appearance of being given to influence the Company’s relationship with the
recipient.
Employees,
officers and directors must not accept or solicit or permit any member of his or
her family or other person to accept or solicit on his or her behalf, any
gifts, discounts, services, gratuities or other favors from any customer,
supplier, competitor or other person doing or seeking to do business with the
Company, other than items of nominal value, not given in consideration or
expectation of any action by the recipient or the giver, not knowingly given in
violation of policies applicable to the giver and do not reasonably have the
appearance of being given to influence the Company’s relationship with the
giver. Any gifts, gratuities or other applicable favors that are not of nominal
value, that are knowingly given to you in violation of policies applicable to
the giver or that are given in consideration or expectation of any action by the
recipient or the giver should be returned immediately and reported to the Chief
Financial Officer by e-mail. If immediate return is not practical, they
should be given to the finance department for charitable disposition or such
other disposition as the Company believes appropriate in its sole
discretion. Acceptance of
inexpensive "token" non-cash gifts, infrequent and moderate business meals and
entertainment and infrequent invitations to local sporting events and
celebratory meals can be appropriate aspects of many of the
Company's business relationships, provided that they are not excessive, do
not create the appearance of impropriety and do not knowingly violate policies
applicable to the giver. Do not accept significant gifts without
getting the approval of the Chief Financial Officer. Gifts or other favors
of nominal value received by any employee, officer or director or his or her
family or other person on his or her behalf, not given in consideration or
expectation of any action by the recipient or the giver, not knowingly given in
violation of policies applicable to the giver, and do not reasonably have the
appearance of being given to influence the Company’s relationship with the giver
must be reported to the Chief Financial Officer by e-mail within three business
days of receipt. The Company tracks any and all gifts, discounts,
services, gratuities or other favors from any customer, supplier, competitor or
other person doing or seeking to do business with the Company offered to any
employee, officer or director.
Gifts
from customers, suppliers, competitors or other persons doing or seeking to do
business with the Company of cash or cash equivalents (e.g., gift certificates
or prepaid gift cards) should never be accepted, whether directly or indirectly,
by an employee, officer or director of the Company. Employees, officers
and directors also may not, directly or indirectly, accept any fee, commission
or other compensation from any customers, suppliers, competitors, or other
persons doing or seeking to do business with the Company.
Common
sense and moderation should prevail in business entertainment engaged in
on behalf of the Company. Employees, officers and directors should
provide, or accept, whether directly or indirectly, business entertainment to or
from anyone doing business or seeking to do business with the Company only if
the entertainment is infrequent, modest, intended to serve legitimate business
goals, not intended for the consideration or expectation of any action by
the recipient or the giver, not knowingly given in violation of policies
applicable to the giver and do not reasonably have the appearance of being given
to influence the Company’s relationship with the giver. Employees,
officers and directors should not place any customer, supplier, competitor or
other person doing or seeking to do business with the Company in a position
where such person may feel obligated to make a gift, provide entertainment, or
provide personal favors in order to do business or continue to do business with
the Company.
Bribes
and kickbacks are criminal acts, strictly prohibited by law. You must
not offer, give, solicit or receive any form of bribe or kickback anywhere in
the world.
Accuracy
of Books and Records and Public Reports
Employees,
officers and directors must honestly and accurately report all business
transactions. You are responsible for the accuracy of your records
and reports. Accurate information is essential to the Company’s
ability to meet legal and regulatory obligations.
All
Company books, records and accounts shall be maintained in accordance with all
applicable regulations and standards and accurately reflect the true nature of
the transactions they record. The financial statements of the Company
shall conform to generally accepted accounting principles and the Company’s
accounting policies. No undisclosed or unrecorded account or fund
shall be established for any purpose. No false or misleading entries
shall be made in the Company’s books or records for any reason, and no
disbursement of corporate funds or other corporate property shall be made
without adequate supporting documentation (other than de minimis
amounts).
It is the
policy of the Company to provide full, fair, accurate, timely and understandable
disclosure in reports and documents filed with, or submitted to, the Securities
and Exchange Commission and in other public communications.
Concerns
Regarding Accounting or Auditing Matters
Employees
with concerns regarding questionable accounting or auditing matters or
complaints regarding accounting, internal accounting controls or auditing
matters may confidentially and anonymously submit such concerns or complaints
via our anonymous hotline (tel. # (617) 399-6935). Information on how
to report potential violations of this nature is provided in “Reporting and
Compliance Procedures,” below. All such concerns and complaints of a
material nature will be forwarded to the Audit Committee of the Board of
Directors. In any event, a complete record of all complaints will be
provided to the Audit Committee each fiscal quarter.
The Audit
Committee will evaluate the merits of any concerns or complaints received by it
and authorize such follow-up actions, if any, as it deems necessary or
appropriate to address the substance of the concern or complaint.
The
Company will not discipline, discriminate against or retaliate against any
employee who reports a complaint or concern (unless the employee is found to
have knowingly and willfully made a false report).
Waivers
of this Code of Business Conduct and Ethics
While
some of the policies contained in this Code must be strictly adhered to and no
exceptions can be allowed, in other cases exceptions may be
possible. Any employee or officer who believes that an exception to
any of these policies is appropriate in his or her case should first contact his
or her immediate supervisor. If the supervisor agrees that an
exception is appropriate, the approval of Tom Rosedale, Outside Counsel of the
Company must be obtained. Tom Rosedale shall be responsible for
maintaining a complete record of all requests for exceptions to any of these
policies and the disposition of such requests.
Any
executive officer, senior financial officer or director who seeks an exception
to any of these policies should contact Tom Rosedale directly. Any
waiver of this Code for executive officers, senior financial officers or
directors or any change to this Code that applies to executive officers, senior
financial officers or directors may be made only by the Board of Directors of
the Company and will be disclosed as required by law or stock market
regulation.
Reporting
and Compliance Procedures
Every
employee, officer and director has the responsibility to ask questions, seek
guidance, report suspected violations and express concerns regarding compliance
with this Code. Any employee, officer or director who knows or
believes that any other employee or representative of the Company has engaged or
is engaging in Company-related conduct that violates applicable law or this Code
should report such information and call our anonymous hotline (telephone # (617)
399-6935). Please use it to safely report violations of our values or
any wrongdoing that you know of. You may report such conduct openly
or anonymously without fear of retaliation. The Company will not
discipline, discriminate against or retaliate against any employee who reports
such conduct in good faith, whether or not such information is ultimately proven
to be correct, or who cooperates in any investigation or inquiry regarding such
conduct.
The
Company shall determine whether violations of this Code have occurred and, if
so, shall determine the disciplinary measures to be taken against any employee
who has violated this Code. In the event that the alleged violation
involves an executive officer, senior financial officer or a director, the Chief
Executive Officer and the Board of Directors, respectively, shall determine
whether a violation of this Code has occurred and, if so, shall determine the
disciplinary measures to be taken against such executive officer, senior
financial officer or director.
Failure
to comply with the standards outlined in this Code will result in disciplinary
action including, but not limited to, reprimands, warnings, probation or
suspension without pay, demotions, reductions in salary, discharge for cause and
restitution. Certain violations of this Code may require the Company
to refer the matter to the appropriate governmental or regulating authorities
for investigation or prosecution. Moreover, any supervisor who
directs or approves of any conduct in violation of this Code, or who has
knowledge of such conduct and does not immediately report it, also will be
subject to disciplinary action, up to and including discharge for
cause.
Dissemination
and Amendment of the Code
This Code
shall be distributed annually to each employee, officer and director of the
Company, and each employee, officer and director shall certify that he or she
has received, read and understood the Code and has complied with its
terms.
The
Company reserves the right to amend, alter or terminate this Code at any time
for any reason.
This
document is not an employment contract between the Company and any of its
employees, officers or directors and does not alter the Company’s at-will
employment policy.
Approved
by the Board of Directors of InVivo Therapeutics Holdings, Corp. on December 10,
2010
CERTIFICATION
AND
ACKNOWLEDGEMENT
I, ______________________, hereby
certify and acknowledge that on ________________, I received InVivo Therapeutics
Holdings Corp.’s Code of Business Conduct and Ethics. I have read,
understand, accept and intend to comply with, InVivo Therapeutics Holdings
Corp.’s Code of Business Conduct and Ethics.
Date:
___________________ Name:__________________________