As filed with the Securities and Exchange Commission on June 29, 2001




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As filed with the Securities and Exchange Commission on June 29, 2001.

================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 20-F

------------------------
|_| Registration statement pursuant to Section 12(b) or Section 12(g) of the

Securities Exchange Act of 1934

or

|X| Annual report pursuant to Section 13 or 15(d) of the Securities Exchange

Act of 1934
For the fiscal year ended December 31, 2000

or

|_| Transition report pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934
Commission file number 0-19961
ORTHOFIX INTERNATIONAL N.V.
(Exact name of Registrant as specified in its charter)
Netherlands Antilles

(Jurisdiction of incorporation or organization)
7 Abraham de Veerstraat

Curacao

Netherlands Antilles

(Address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:

None
Securities registered pursuant to Section 12(g) of the Act:

Common Shares, US$0.10 par value per Share

(Title of Class)
Securities for which there is a reporting obligation pursuant to

Section 15(d) of the Act:
Indicate the number of outstanding shares of each of the issuer's

classes of capital or common stock as of the close of the period covered by the

annual report:
Common Shares, US$0.10 par value per Share...........13,206,297
-----------------------
Indicate by check mark whether the Registrant (1) has filed all reports

required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the

Registrant was required to file such reports), and (2) has been subject to such

filing requirements for the past 90 days: Yes X No

--- ---
Indicate by check mark which financial statement item the Registrant

has elected to follow:
Item 17 Item 18 X

--- ---

================================================================================


TABLE OF CONTENTS
Page
INTRODUCTION...................................................................3

PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.................3

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE...............................3

ITEM 3. KEY INFORMATION.......................................................3

3.A Selected Financial Data......................................3

3.B Capitalization and Indebtedness..............................4

3.C Reasons for the Offer and Use of Proceeds....................4

3.D Risk Factors.................................................4

ITEM 4. INFORMATION ON THE COMPANY............................................7

4.A History and Development......................................7

4.B Business Overview............................................8

4.C Organizational Structure....................................18

4.D Property, Plants and Equipment..............................18

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS.........................19

5.A Operating Results...........................................19

5.B Liquidity and Capital Resources.............................21

5.C Research and Development, Patents and Licenses..............22

5.D Trend Information...........................................22

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES...........................23

6.A Directors and Senior Management.............................23

6.B Compensation................................................24

6.C Board Practices.............................................26

6.D Employees...................................................26

6.E Share Ownership.............................................27

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS....................27

7.A Major Shareholders..........................................27

7.B Related Party Transactions..................................27

7.C Interests of Experts and Counsel............................28

ITEM 8. FINANCIAL INFORMATION................................................28

8.A Consolidated Statements and Other Financial Information.....28

8.B Significant Changes.........................................30

ITEM 9. THE OFFER AND LISTING................................................30

9.A Offer and Listing Details...................................30

9.B Plan of Distribution........................................30

9.C Market......................................................31

9.D Selling Shareholders........................................31

9.E Dilution....................................................31

9.F Expenses of the Issue.......................................31

ITEM 10. ADDITIONAL INFORMATION...............................................31

10.A Share Capital...............................................31

10.B Memorandum and Articles of Association......................31

10.C Material Contracts..........................................32

10.D Exchange Controls...........................................32

10.E Taxation....................................................32

10.F Dividends and Paying Agents.................................33

10.G Statement by Experts........................................33

10.H Documents on Display........................................33

10.I Subsidiary Information......................................33

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........33

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES...............33

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES......................33
1


ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

AND USE OF PROCEEDS..................................................33

ITEM 15. [RESERVED]...........................................................33

ITEM 16. [RESERVED]...........................................................33

PART III

ITEM 17. FINANCIAL STATEMENTS.................................................33

ITEM 18. FINANCIAL STATEMENTS.................................................34

ITEM 19. EXHIBITS.............................................................34
2


INTRODUCTION

In this Annual Report on Form 20-F for the fiscal year ended

December 31, 2000, all references to "the Company," "Orthofix," "we"

and "our" include Orthofix International and our subsidiaries and

affiliates, unless the context otherwise requires.
We publish our consolidated financial statements in United

States dollars. In this Annual Report, references to "United States

dollars," "dollars," "US$" or "$" are to United States currency.
-----------------
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
3.A Selected Financial Data
The following selected consolidated financial data for the

years ended December 31, 2000, 1999, 1998, 1997 and 1996 have been

derived from our audited Consolidated Financial Statements, which have

been audited by PricewaterhouseCoopers, independent auditors. The

financial data for the years ended December 31, 2000, 1999 and 1998 and

at December 31, 2000, 1999 and 1998 should be read in conjunction with,

and are qualified in their entirety by reference to, "Item 5. OPERATING

AND FINANCIAL REVIEW AND PROSPECTS" and our Consolidated Financial

Statements and Notes thereto included elsewhere in this Annual Report

on Form 20-F. Our Consolidated Financial Statements have been prepared

in accordance with United States generally accepted accounting

principles, or U.S. GAAP.

Year ended December 31,

-----------------------

2000 1999 1998 1997 1996

---- ---- ---- ---- ----

(In US$ thousands, except margin, share and per share data)
Consolidated operating results

Net sales......................................... 131,782 121,284 104,065 89,963 77,221

Gross profit...................................... 95,993 87,733 74,572 64,597 53,770

Gross profit margin............................... 73% 72% 72% 72% 70%

Total operating income (expense) (1), (2), (3)

and (4).......................................... 22,725 23,216 11,917 10,058 4,530

Net income (loss)................................. 44,816 12,912 14,276 3,069 (475)

Net income (loss) per Common Share (diluted)...... 3.20 0.97 1.07 0.23 (0.04)

Net income per Common Share (diluted) (before

non-recurring items).............................. 1.21 0.97 0.71 0.28 0.13
Consolidated financial position

(at year-end)
Total assets ..................................... 189,499 136,722 122,400 112,948 113,057

Total debt........................................ 10,818 14,248 9,585 20,298 21,495

Shareholders' equity.............................. 132,988 89,570 78,736 65,148 63,910

Weighted average number of

Common Shares outstanding (diluted).............. 13,986,098 13,364,127 13,291,988 13,211,397 12,673,319
---------------
3


(1) Operating income for 1996 is after restructuring charges of $2,211,000.

See note 2 to the Consolidated Financial Statements.

(2) Operating income for 1997 is after restructuring charges of $1,010,000.

See note 2 to the Consolidated Financial Statements.

(3) Operating income for 1998 is after provision for impairment of

long-held assets of $3,295,000. See note 2 to the Consolidated

Financial Statements.

(4) Operating income for 2000, 1999 and 1998 is after provision for

litigation expenses of $2,182,000, $862,000 and $369,000, respectively.
Dividends
We have never paid dividends to holders of our Common Shares.

We currently intend to retain all of our consolidated earnings to

finance the continued growth of our business and have no present

intention to pay dividends.
In the event that we decide to pay a dividend to shareholders

with dividends received from our subsidiaries, we would, based on

prevailing rates of taxation, be required to pay additional withholding

and income tax at a combined rate of approximately 10% on such amount.
3.B Capitalization and Indebtedness
Not applicable.
3.C Reasons for the Offer and Use of Proceeds
Not applicable.
3.D Risk Factors
Patents, Trade Secrets and Licenses
We rely on a combination of patents, trade secrets, license

agreements and non-disclosure agreements to protect our proprietary

intellectual property. See "Item 4.B Business Overview -- Patents,

Trade Secrets and Licenses." There can be no assurance that pending

patent applications will result in issued patents, that patents issued

to or licensed by us will not be challenged or circumvented by

competitors or that such patents will be found to be valid or

sufficiently broad to protect our technology or to provide us with any

competitive advantage. Third parties might also obtain patents that

would require licensing by us for the conduct of our business.
We rely on confidentiality agreements with certain employees,

consultants and other parties, to protect, in part, trade secrets and

other proprietary technology that we seek to protect. There can be no

assurance that these agreements will not be breached, that we will have

adequate remedies for any breach, that others will not independently

develop substantially equivalent proprietary information, that third

parties will not otherwise gain access to our trade secrets and

proprietary knowledge, or that we can meaningfully protect our rights

in patented proprietary technology.
Litigation
The medical device market is characterized by substantial

litigation regarding patent and other intellectual property rights. We

do not believe that any of our products infringe on any existing

patents but there can be no assurance that we have identified all

patents that pose a risk of infringement. See "Item 8.A.7 Legal

Proceedings."
Litigation, which could result in substantial costs to and

diversion of effort by our management, may be necessary to enforce

patents issued to us, to protect trade secrets or techniques owned by

us or to defend us against claimed infringement of the rights of others

and to determine the scope and validity of the patents or other

proprietary rights of other entities. The resolution of these claims

generally involves complex legal and factual questions and the outcome

is highly uncertain. Adverse determinations in any litigation could

have a material adverse effect on our business, financial condition and

results of operations.
4


Third Party Payors
Our products are sold either directly or to our independent

distributors and purchased by hospitals, doctors and other health care

providers worldwide, who together with us may be reimbursed for the

health care services provided to their patients by third party payors,

such as government programs (e.g., Medicare and Medicaid), private

insurance plans and managed care programs. Third party payors may deny

reimbursement if they determine that a device used in a procedure was

not used in accordance with cost-effective treatment methods as

determined by such third party payor, was investigational or was used

for an unapproved indication. Also, third party payors are increasingly

challenging the prices charged for medical products and services. There

can be no assurance that our products will be considered cost-effective

by third party payors, that reimbursement will be available or, if
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