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): November 16, 2007
Greatbatch, Inc.
----------------
(Exact name of registrant as specified in its charter)
Delaware 1-16137 16-1531026
-------- ------- ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9645 Wehrle Drive, Clarence, New York 14031
-------------------------------------------
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (716)-759-6901
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))
Item 2.01 Completion of Acquisition or Disposition of Assets.
---------------------------------------------------
On November 16, 2007, Greatbatch, Inc. ("Greatbatch") completed its
previously announced acquisition of substantially all of the assets of Quan
Emerteq, LLC., a Minnesota limited liability company ("Seller"), pursuant to an
Asset Purchase Agreement (the "Agreement"), dated as of October 29, 2007, by and
among Seller, Greatbatch Ltd. ("Parent"), an indirect wholly-owned subsidiary of
Greatbatch, and Cardinal Acquisition Corporation, a Delaware corporation
("Purchaser"), a wholly-owned subsidiary of Parent. Seller designs, develops and
manufactures single use medical device products for the vascular, cardiac rhythm
management and neurostimulation markets.
Pursuant to the terms of the Agreement, on November 16, 2007, Purchaser
acquired all of the Purchased Assets, as defined in the Agreement, and assumed
all Assumed Liabilities, as defined in the Agreement, in exchange for $55
million in cash, increased or decreased by the Working Capital Adjustment, as
defined in the Agreement. In connection with the transaction, Parent and
Purchaser also acquired a 50% membership interest in Chambers Medical, LLC
("Chambers"), a Minnesota limited liability company, in exchange for 60,000
shares of Greatbatch common stock. Chambers owns intellectual property used in
Sellers business. Also in connection with the transaction, Parent and Purchaser
acquired the real property leased and used by Seller from Farrell Properties,
LLC, a Minnesota corporation, in exchange for $3.3 million in cash.
Greatbatch has determined that Seller did not meet any of the conditions
of a "significant subsidiary" as set forth in Rule 1-02(w) of Regulation S-X
that would require the filing of certain financial statements and pro forma
financial information with respect to Seller.
A copy of the Press Release announcing the completion of the acquisition
of Seller is attached as Exhibit 99.1.
Item 3.02 Unregistered Sales of Equity Securities.
----------------------------------------
As set forth in Item 2.01 above, Parent and Purchaser acquired a 50%
membership interest in Chambers Medical, LLC, a Minnesota limited liability
company, in exchange for 60,000 shares of Greatbatch common stock. The shares
were issued pursuant to an exemption from registration under Section 4(2) of the
Securities Act of 1933.
Item 8.01 Other Events
------------
On November 16, 2007, Greatbatch issued a press release regarding the
completion of the Quan Emerteq and Engineered Assemblies Corporation
acquisitions, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
----------------------------------
(a) Financial statements of a business acquired.
As set forth in Item 2.01 above, Greatbatch has determined that Seller
does not meet any of the conditions of a "significant subsidiary" for purposes
of Rule 3-05(b)(2) of Regulation S-X. Accordingly, the filing of audited
financial statements of Seller is not required by this item.
(b) Pro forma financial information.
As set forth in Item 2.01 above, Greatbatch has determined that Seller
does not meet any of the conditions of a "significant subsidiary" for purposes
of Rule 11-01(b)(1) of Regulation S-X. Accordingly, the filing of unaudited pro
forma financial information reflecting the acquisition of Seller is not required
by this item.
(c) Exhibits
99.1 Press Release dated November 16, 2007.
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.
GREATBATCH, INC.
Date: November 16, 2007 By: /s/ Thomas J. Mazza
---------------------------------
Thomas J. Mazza
Senior Vice President and
Chief Financial Officer