-----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, O6wBXSpqiBsDOjZFJAVcMlmad2WpWV02a2dbV/hyy0CnPkG2NW3n72iTuOPsJWwy hPAyMVJRxr5AyFTeAHSADA== 0001157523-07-009416.txt : 20070925 0001157523-07-009416.hdr.sgml : 20070925 20070925170223 ACCESSION NUMBER: 0001157523-07-009416 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070925 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070925 DATE AS OF CHANGE: 20070925 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: 071134520 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 a5502243.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) September 25, 2007 ------------------ GREATBATCH, INC. ---------------- (Exact name of registrant as specified in its charter) Delaware 1-16137 16-1531026 - ----------------------------- ------------------------ -------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of 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 September 25, 2007, Greatbatch, Inc. (the "Company") issued a press release providing updated guidance for its fiscal year ending December 28, 2007. A copy of the press release is filed as exhibit 99.1 to this report. Item 9.01 Financial Statements and Exhibits --------------------------------- (d) Exhibits 99.1 Press Release dated September 25, 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: September 25, 2007 GREATBATCH, INC. By: /s/ Thomas J. Mazza ------------------------------- Thomas J. Mazza Senior Vice President and Chief Financial Officer EX-99.1 2 a5502243ex991.txt EXHIBIT 99.1 Exhibit 99.1 Greatbatch, Inc. Revises 2007 Financial Guidance CLARENCE, N.Y.--(BUSINESS WIRE)--Sept. 25, 2007--Greatbatch, Inc. (the "Company") (NYSE: GB) announced today that, based on the recent receipt from its customers of updated demand forecasts for the balance of the year, it is adjusting its recent 2007 guidance. The Company believes that the revisions to the customers demand forecasts include the impact of inventory adjustments as well as their revised outlooks for the balance of the year. The Company expects full year sales to be in the range of $305 million to $315 million, GAAP EPS of $0.67 - $071 and adjusted EPS of $1.37 - $1.41. The GAAP EPS guidance adjustment for 2007 is primarily due to reduced sales volume. This was partially offset by lower expense ($0.09) associated with a revision to the in-process research and development charge related to the acquisition of Enpath Medical, Inc. Thomas Hook, President and CEO, commented "We are lowering our near term sales projections. However, 2007 is still anticipated to be a record sales year for Greatbatch. The revised sales forecast represents a 13% to 16% increase from the 2006 actual results. After adjusting for the acquisition of Enpath, the organic growth rate is forecasted to be 6% - 9%, which exceeds the projected 2007 composite market growth. We remain confident that our strategic initiatives have positioned Greatbatch for continued growth." Current Previous - ---------------------------------------------------------------------- Sales (000's) $305,000 - $315,000 $320,000 - $325,000 GAAP EPS (1)(4) $0.67 - $0.71 $0.78 - $0.82 EPS - adjusted (1)(2)(3)(4)(5) $1.37 - $1.41 $1.57 - $1.64 Diluted weighted average shares outstanding (000's) 24,500 24,500 Effective tax rate 48.0% 47.5% Capital spending (000's) (6) $20,000 - $35,000 $35,000 - $45,000 (1) Includes the impact of stock-based compensation under FAS123(R) of $0.12 to $0.15. (2) Excludes plant relocation/asset dispositions of $0.14 to $0.16. Includes continued excess capacity costs associated with delayed closure of feedthrough facility. (3) Excludes gain on exchange of debentures of $0.12. (4) Includes $0.11 gain on sale of investment realized in Q2 2007. (5) Excludes write-off of in-process research and development costs of $0.63 ($0.72 in previous guidance) and $0.04 for other acquisition related adjustments. (6) Includes expansion of Electrochem Commercial Power facility of approximately $10 million, reduced from $20 million in previous guidance due to the timing of payments. Forward-Looking Statements Some of the statements in this press release and other written and oral statements made from time to time by the Company and its representatives are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, and involve a number of risks and uncertainties. These statements can be identified by terminology such as "may," "will," "should," "could," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue," or the negative of these terms or other comparable terminology. These statements are based on the Company's current expectations. The Company's actual results could differ materially from those stated or implied in such forward-looking statements. Risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements include, among others, the following matters affecting the Company: dependence upon a limited number of customers; customer ordering patterns; product obsolescence; inability to market current or future products; pricing pressure from customers; our ability to timely and successfully implement our cost reduction and plant consolidation initiatives; reliance on third party suppliers for raw materials, products and subcomponents; fluctuating operating results; inability to maintain high quality standards for our products; challenges to our intellectual property rights; product liability claims; inability to successfully consummate and integrate acquisitions; unsuccessful expansion into new markets; competition; inability to obtain licenses to key technology; regulatory changes or consolidation in the healthcare industry; and other risks and uncertainties described in the Company's Annual Report on Form 10-K and in other periodic filings with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking information in this press release whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise. About Greatbatch, Inc. Greatbatch, Inc. (NYSE: GB) is a leading developer and manufacturer of critical components used in medical devices for the cardiac rhythm management, neurostimulation and interventional radiology markets. Additionally, Greatbatch supplies commercial power sources for other technically demanding applications. Additional information about the Company is available at www.greatbatch.com. CONTACT: Greatbatch, Inc. Anthony W. Borowicz, 716-759-5809 Treasurer and Director, Investor Relations tborowicz@greatbatch.com -----END PRIVACY-ENHANCED MESSAGE-----