UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 6, 2007
Greatbatch, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-16137 16-1531026
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9645 Wehrle Drive
Clarence, New York 14031
(Address of principal executive offices) (Zip Code)
(716) 759-6901
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
|_| 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))
EXPLANATORY NOTE
THIS REPORT AMENDS THE REGISTRANT'S REPORT ON FORM 8-K ORIGINALLY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 2007.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 8, 2007, Greatbatch, Inc. ("Greatbatch") filed a Current Report on
Form 8-K (the "Original Form 8-K") to report that on June 6, 2007, as a result
of a tender offer and pursuant to an Agreement and Plan of Merger, dated as of
April 28, 2007, by and among Enpath Medical, Inc. ("Enpath"), Greatbatch Ltd.
("Parent"), an indirect wholly-owned subsidiary of Greatbatch, and Chestnut
Acquisition Corporation ("Purchaser"), a wholly-owned subsidiary of Parent,
Purchaser acquired approximately 90.1% of the outstanding common stock of
Enpath.
Following the closing of the Enpath acquisition on June 15, 2007, and
subsequent to the filing of the Original Form 8-K, Greatbatch determined that
Enpath 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 Enpath.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of a business acquired.
As set forth in Item 2.01 above, since the filing of the Original Form 8-K,
Greatbatch has determined that Enpath 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 Enpath is not
required by this item.
(b) Pro forma financial information.
As set forth in Item 2.01 above, since the filing of the Original Form 8-K,
Greatbatch has determined that Enpath 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 Enpath acquisition is not required by this item.
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, thereunto duly authorized.
GREATBATCH, INC.
Dated: August 7, 2007
By: /s/ Thomas J. Mazza
-------------------------
Thomas J. Mazza
Senior Vice President and
Chief Financial Officer