8-K

                     U.S. 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) August 8, 2006
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                                GREATBATCH, INC.
             (Exact name of registrant as specified in its charter)



            Delaware                      1-16137               16-1531026
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(State or other jurisdiction of    (Commission File Number)    (IRS Employer
         incorporation)                                      Identification No.)



    9645 Wehrle Drive, Clarence, New York                          14031
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   (Address of principal executive offices)                     (Zip Code)


        Registrant's telephone number, including area code (716) 759-5600
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                                    Not Applicable
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            (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:

[ ] 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 1.01.    Entry into a Material Definitive Agreement
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              On August 8, 2006, Greatbatch entered into an employment agreement
              with Thomas J. Hook under which Mr. Hook will be employed as
              Greatbatch's President and Chief Executive Officer. Mr. Hook had
              been employed as Greatbatch's President since July 2005. Prior to
              that time, beginning with his hiring in September 2004, he served
              as Executive Vice President and Chief Operating Officer. Prior to
              his employment with Greatbatch, Mr. Hook was employed by CTI
              Molecular Imaging beginning in 2002 where he had served most
              recently as President, CTI Solutions Group. From March 2000 to
              July 2002, Mr. Hook was General Manager, Functional and Molecular
              Imaging for General Electric Medical Systems. From 1997 to 2000,
              Mr. Hook worked for the Van Owen Group Acquisition Company and
              earlier, Duracell, Inc.

              Under Mr. Hook's employment agreement, he will receive an annual
              salary of $425,000 and is eligible to receive cash-based and
              stock-based incentive awards under the terms of Greatbatch's
              incentive award programs and equity plans for executives in effect
              from time to time. Under the employment agreement, Mr. Hook's
              employment continues until December 31, 2009 and thereafter until
              he or Greatbatch gives at least twelve months' notice of
              termination or until Mr. Hook's death, disability or termination
              for cause, good reason or without good reason. Upon termination of
              Mr. Hook's employment, by Mr. Hook for good reason or by
              Greatbatch for any reason other than cause, Mr. Hook will receive
              a lump sum payment in an amount equal to his then current annual
              base salary, a bonus and automatic vesting of all stock options,
              restricted stock and other incentive and equity-based awards
              previously granted to Mr. Hook, regardless of the satisfaction of
              any performance criteria. Upon the death or permanent disability
              of Mr. Hook, Greatbatch will continue to pay his then current base
              salary for the longer of the initial term of the agreement or one
              year from the date of death or that the determination of permanent
              disability is made. All stock options, restricted stock and other
              incentive and equity-based awards previously granted to Mr. Hook
              will automatically vest regardless of the satisfaction of any
              performance criteria. Mr. Hook will be entitled to payments and
              benefits under the Change of Control Agreement between Mr. Hook
              and Greatbatch dated August 10, 2004, if his employment is
              terminated following or within six months prior to a change of
              control.

              Upon execution of the employment agreement, Mr. Hook was granted
              50,000 restricted shares of Greatbatch's common stock and options
              to purchase 25,000 shares of Greatbatch's common stock, of which
              one-quarter vest on December 31, 2008, an additional one-quarter
              vest on December 31, 2009, and the balance vest on December 31,
              2010.

              The Company intends to file a copy of the agreement with its
              Quarterly Report on Form 10-Q for the fiscal quarter ended
              September 29, 2006.



Item 5.02.    Departure of Directors or Principal Officers;
              Election of Directors; Appointment of Principal Officers.
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              (b) On August 8, 2006, Greatbatch announced that Edward F.
              Voboril, the Chief Executive Officer and Chairman of the Board of
              Directors of Greatbatch, will relinquish the role of Chief
              Executive Officer, effective August 8, 2006. Mr. Voboril will
              remain as the non-executive Chairman of the Board of Directors of
              Greatbatch.

              (c) On August 8, 2006, Thomas J. Hook was appointed President and
              Chief Executive Officer of Greatbatch. The disclosure set forth in
              the first paragraph of Item 1.01 is incorporated into this Item by
              reference.

              On August 8, 2006, Greatbatch issued a press release to announce
              the foregoing changes in management roles. A copy of the press
              release is attached as Exhibit 99.1 hereto and is incorporated
              into this report by reference.

Item 9.01.    Financial Statements and Exhibits.
              ---------------------------------

              (d)    Exhibits

                     99.1 Press release dated August 8, 2006.




                                   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.


Dated:  August 8, 2006                   GREATBATCH, INC.


                                                  By: /s/ Thomas J. Mazza
                                                      -----------------------
                                                      Senior Vice President and
                                                      Chief Financial Officer







Exhibit
Number            Description
- ------            -----------

99.1              Press Release of Greatbatch, Inc. dated August 8, 2006

EX-99.1

                                                                    Exhibit 99.1

   Thomas J. Hook Appointed as Chief Executive at Greatbatch, Inc.;
         Edward F. Voboril Continues as Chairman of the Board

    CLARENCE, N.Y.--(BUSINESS WIRE)--Aug. 8, 2006--Greatbatch, Inc.
(NYSE:GB) today announced that at a regularly scheduled meeting of the
Greatbatch Board of Directors, Thomas J. Hook was elected to the
position of Chief Executive Officer effective immediately. After
almost 16 years as its C.E.O., Edward F. Voboril is stepping down but
will continue as Chairman of the Greatbatch Board of Directors.
    Voboril said, "It has been a privilege to lead this Company for
the past sixteen years and to have helped it prosper and grow in many
ways. It has been especially rewarding to work with this team because
beyond its leadership technology and strong position in the market
place the people of Greatbatch are its greatest strategic asset.
    Over the past two years Tom Hook has contributed significantly in
leading and developing our team and in growing the business in new and
exciting ways. Tom's succession to the position of C.E.O. is the
culmination of a Board led succession planning process that will
ensure that we have the right leadership in place for years to come.
Tom's strong leadership abilities complement his industry experience
and solid technical background and will serve him well in helping to
align our organization with our exciting vision for the future. In my
ongoing position as Chairman, I will continue to have an opportunity
to work closely with Tom in charting our future course and I am
confident that under his leadership and direction the Company will
continue to grow and enhance shareholder value in the future."
    Mr. Hook, who has been with Greatbatch since September, 2004
serving as Chief Operating Officer and then as President, was quoted
as saying, "It is an honor to be selected as C.E.O. of Greatbatch. The
past two years have prepared me very well for the challenges that lie
ahead. Greatbatch has broad opportunities to continue growing in its
core markets in addition to pursuing new business ventures. I
appreciate the support Ed has given me in preparing for this new
responsibility. Together with Ed, the Board of Directors and the
Management Team, I will endeavor to lead Greatbatch to deliver
superior shareholder value and further enhance the performance of this
outstanding Company."

    About Greatbatch, Inc.

    Greatbatch, Inc., is a leading developer and manufacturer of
critical components used in implantable medical devices and other
technically demanding applications. Additional information about the
company is available at www.greatbatch.com.

    CONTACT: Greatbatch, Inc.
             Anthony W. Borowicz, 716-759-5809
             tborowicz@greatbatch.com