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): October 29, 2007
Greatbatch, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-16137 16-1531026
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9645 Wehrle Drive, Clarence, New York 14031
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(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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On October 29, 2007, Greatbatch Ltd., a New York corporation ("Limited"),
Cardinal Acquisition Corporation, a Delaware corporation ("Purchaser") and Quan
Emerteq, LLC., a Minnesota limited liability company ("Seller") entered into an
asset purchase agreement (the "Purchase Agreement") pursuant to which, subject
to the satisfaction or waiver of the conditions therein, Purchaser will acquire
substantially all of the assets of the Seller, for $55 million, increased or
decreased by the working capital adjustment as set forth in the Purchase
Agreement. Limited is an indirect wholly owned subsidiary of Greatbatch, Inc.
("Greatbatch") and Purchaser is a wholly owned subsidiary of Limited. Closing of
the transaction is subject to satisfaction or waiver of several conditions set
forth in the Purchase Agreement.
The foregoing descriptions of the Purchase Agreement does not purport to be
complete, and is qualified in its entirety by reference to such agreement, which
is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
Section 8 - Other Events
Item 8.01 Other Events
On October 29, 2007, Greatbatch issued a press release, a copy of which is
attached hereto as Exhibit 99.1, announcing that its subsidiary, Electrochem
Commercial Power, Inc. has acquired substantially all of the assets of
IntelliSensing LLC for approximately $3.9 million in cash. IntelliSensing,
established in 2005 and based in Orchard Park, New York, designs and
manufactures wireless sensor solutions that measure temperature, pressure, flow
and other critical data.
On October 30, 2007, Greatbatch issued a press release, a copy of which is
attached hereto as Exhibit 99.2, announcing that they have signed a definitive
asset purchase agreement to acquire Quan Emerteq LLC for approximately $55
million in cash. The Company expects to close this transaction in November 2007.
Quan Emerteq, based in Blaine, Minnesota, a suburb of Minneapolis, designs,
develops and manufactures single use medical device products for the vascular,
cardiac rhythm management and neurostimulation markets.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Title of Exhibit
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2.1 Asset Purchase Agreement, dated as of October 29, 2007, among
Greatbatch Ltd., Cardinal Acquisition Corporation and Quan Emerteq, LLC
99.1 Press Release of Greatbatch, Inc. dated October 29, 2007
99.2 Press Release of Greatbatch, Inc. dated October 30, 2007
Important Information
The press releases filed as exhibits 99.1 and 99.2 hereto contain
forward-looking statements, including statements regarding the anticipated
closing date of the above described acquisitions, the expected effect of the
acquisitions on Greatbatch's earnings per share and sales and their role in
complementing and advancing Greatbatch's business. These statements are based on
current expectations, forecasts and assumptions. Actual results could differ
materially from those anticipated by these forward-looking statements as a
result of a number of factors, some of which may be beyond Greatbatch's control.
Among other things, these factors include the risk that the acquisitions will
not be completed or are delayed. Other factors include the possibility that the
expected financial and strategic benefits of the acquisitions are not realized
in a timely manner or at all. For a further list and description of risks and
uncertainties associated with Greatbatch's business, see their respective
reports filed with the Securities and Exchange Commission, including the "Risk
Factors" section in Greatbatch's most recent annual report on Form 10-K.
Greatbatch disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise except as required by law.
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 1, 2007 By: /s/ Thomas J. Mazza
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Thomas J. Mazza
Senior Vice President and Chief Financial
Officer