-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OCg1/mCOkxwhOKe5jpnmwyezUKKMjI2YI3vqB32LGRDKPr73XW1waKWrsJnocJEY Arf4sYCVkWUhUWsnCNQpvg== 0001157523-07-002814.txt : 20070320 0001157523-07-002814.hdr.sgml : 20070320 20070319181926 ACCESSION NUMBER: 0001157523-07-002814 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070319 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070320 DATE AS OF CHANGE: 20070319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREATBATCH, INC. CENTRAL INDEX KEY: 0001114483 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 161531026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16137 FILM NUMBER: 07704626 BUSINESS ADDRESS: STREET 1: 9645 WEHRLE DRIVE CITY: CLARENCE STATE: NY ZIP: 14031 BUSINESS PHONE: 716-759-5600 MAIL ADDRESS: STREET 1: 9645 WEHRLE DRIVE CITY: CLARENCE STATE: NY ZIP: 14031 FORMER COMPANY: FORMER CONFORMED NAME: WILSON GREATBATCH TECHNOLOGIES INC DATE OF NAME CHANGE: 20000511 8-K 1 a5358794.txt GREATBATCH, INC. 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) March 19, 2007 -------------- GREATBATCH, INC. ---------------- (Exact name of registrant as specified in its charter) Delaware 1-16137 16-1531026 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 9645 Wehrle Drive, Clarence, New York 14031 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (716) 759-5600 -------------- 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: [ ] 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 8.01. Other Events ------------ On March 19, 2007, Greatbatch, Inc. (the "Company") issued a press release announcing that it has entered into a definitive agreement whereby the Company will acquire substantially all of the assets of BIOMEC, Inc. for $11.4 million in cash and future additional considerations. This agreement is subject to BIOMEC shareholder approval and will be funded with existing cash and short-term investments on hand. A copy of the release is furnished with this report as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits --------------------------------- (d) Exhibits 99.1 Press Release dated March 19, 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, thereunto duly authorized. Dated: March 19, 2007 GREATBATCH, INC. By: /s/ Thomas J. Mazza -------------------------- Thomas J. Mazza Senior Vice President and Chief Financial Officer EXHIBIT DESCRIPTION NUMBER ----------- - ------ 99.1 Press Release of Greatbatch, Inc. dated March 19, 2007. EX-99.1 2 a5358794-ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 Greatbatch and BIOMEC Enter Into a Definitive Agreement CLARENCE, N.Y.--(BUSINESS WIRE)--March 19, 2007--Greatbatch, Inc. (NYSE: GB) and BIOMEC, Inc. today announced that they have entered into a definitive agreement whereby Greatbatch will acquire substantially all of the assets of BIOMEC, Inc. for $11.4 million in cash and future additional considerations. This agreement is subject to BIOMEC shareholder approval. BIOMEC Inc. was established in 1998 with the objective of accelerating promising technology from major medical and academic institutions, national laboratories, and internal proprietary developments to successful commercial products. BIOMEC operates in Cleveland, OH and has built a highly effective engineering team with diverse capabilities in medical device development that provides creative solutions for customer's product development needs. In collaboration with Dr. Roger Marchant, President of Nanomimetics Inc. and Associate Professor of Biomedical Engineering and Director, Center for Cardiovascular Biomaterials at Case Western Reserve University, BIOMEC is developing a novel-polymer coating (biomimetic) that mimics the surface of endothelial cells of blood vessels with potential use on several medical devices, including in-dwelling central venous catheters, cardiac pacing leads, and extra-corporeal blood pump circuits in bypass surgery. Additionally, BIOMEC has a product development and an investment partnership in IntElect Medical, an early stage neurostimulation device company that works in conjunction with the Cleveland Clinic. The acquisition will expand Greatbatch's ability to provide device design and engineering services to its customers. It will also accelerate internal efforts to integrate Greatbatch's components into more complex device subsystems for its customers. Mauricio Arellano, Senior Vice President - Medical Solutions, for Greatbatch stated, "We are very excited about this transaction. It is a unique opportunity to advance our strategic intent to offer more complete device design and engineering service capabilities. In addition, BIOMEC is working on a number of proprietary technologies and maintains strategic partnerships with several key early stage device companies. We're specifically excited about a biomimetic coating under development and expanding the strategic partnership it has with IntElect Medical." 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: Investors: Greatbatch, Inc. Anthony W. Borowicz, 716-759-5809 Treasurer and Director, Investor Relations tborowicz@greatbatch.com -----END PRIVACY-ENHANCED MESSAGE-----