8-K 1 at1876.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) January 26, 2005 ALIGN TECHNOLOGY, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) DELAWARE --------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-32259 94-3267295 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 881 Martin Avenue, Santa Clara, California 95050 ------------------------------------------ ---------- (Address of Principal Executive Offices) (Zip Code) (408) 470-1000 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not applicable ------------------------------------------------------------- (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 (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)) ================================================================================ ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On January 26, 2005, Align Technology, Inc. ("Align") is issuing a press release and holding a conference call regarding its financial results for its fourth quarter and full fiscal year ended December 31, 2004. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K. This information shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Align is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release. ITEM 8.01 OTHER EVENTS On January 26, 2005, Align is announcing its financial results for its fourth quarter and full fiscal year ended December 31, 2004. These financial results are attached hereto as Exhibit 99.2 Exhibit 99.2 shall be deemed "filed" for purposes of Section 18 of the Exchange Act and shall be deemed incorporated by reference in filings under the Securities Act of 1933 or the Exchange Act. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. EXHIBIT NO. DESCRIPTION ----------- --------------------------------------------------------------- 99.1 Press Release of Align Technology, Inc. dated January 26, 2005 99.2 Financial Results for the fourth quarter and full fiscal year ended December 31, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 26, 2005 ALIGN TECHNOLOGY, INC. By: /s/ Eldon M. Bullington ------------------------------------ Eldon M. Bullington Vice President of Finance and Chief Financial Officer INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION ----------- --------------------------------------------------------------- 99.1 Press Release of Align Technology, Inc. dated January 26, 2005 99.2 Financial Results for the fourth quarter and full fiscal year ended December 31, 2004