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
2, 2012
GREATBATCH,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware |
1-16137 |
16-1531026 |
|
(State or Other Jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
10000 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
| 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 8, 2012, Greatbatch, Inc. (the “Company”) announced the appointment of Michael Dinkins, age 57, as the Company’s Senior Vice President and Chief Financial Officer. Mr. Dinkins is currently a member of the Company’s board of directors. Mr. Dinkins will resign as a director upon commencement of his employment with the Company, which is expected within the next 60 days. Mr. Dinkins’ business experience during the past five years is set forth in the Company’s proxy statement for its 2011 annual meeting of stockholders, filed with the SEC on April 15, 2011, and is incorporated herein by this reference. Mr. Dinkins replaces Thomas J. Mazza, the Company’s current Senior Vice President and Chief Financial Officer. Upon commencement of Mr. Dinkins’ employment, Mr. Mazza will assume the role of Vice President, Corporate Controller, and Principal Accounting Officer, and Marco Benedetti, the Company’s current Corporate Controller and Principal Accounting Officer, will lead the Company’s financial planning and analysis and investor relations functions. Mr. Mazza and Mr. Benedetti will continue in their current positions until commencement of Mr. Dinkins’ employment with the Company.
In connection with Mr. Dinkins’ employment as Senior Vice President and Chief Financial Officer, Mr. Dinkins will receive annual base salary of $360,000, annual eligibility under the Company’s short term cash incentive plan equal to 75% of annual salary at target and 145% of annual salary at maximum payout, eligibility for annual long-term incentive equity awards valued at 260% of annual base salary at maximum payout, and will be eligible to participate in the Company’s health, profit sharing, retirement and other benefit plans and programs generally offered to its executives. If Mr. Dinkins’ employment is terminated by the Company for any reason other than cause, he will receive annual base salary and health and benefit continuation for one year from date of termination. Mr. Dinkins will also enter into a change of control agreement with the Company that provides for continued employment with the same base salary, annual cash incentive and benefits for two years following a change of control. Under this agreement, if terminated within six months prior to or following a change of control, other than by reason of death, disability or cause, or on a voluntary termination for good reason, Mr. Dinkins would be entitled to receive two times base salary, two times the greater of his average cash bonus for the three year period prior to termination or the current year short term incentive plan target bonus, two times the Company’s 5% discretionary contributions to its 401(k) plan, $25,000 for outplacement services, continued coverage under the Company’s medical and other benefit plans for a period of two years and accelerated vesting of equity awards other than performance-based awards.
In connection with Mr. Mazza’s employment as Vice President and Corporate Controller, Mr. Mazza will receive his current base salary and annual bonus opportunity for a period of two years. Beginning with January 2013, Mr. Mazza will be eligible to participate in the Company’s long term incentive equity award plan at annual award values of 0-90% of base salary. If Mr. Mazza’s employment is terminated by the Company for any reason other than cause during the two year period above, he will receive base salary and incentive compensation payments for 12 months following termination or the remainder of the two-year term, whichever is longer, and benefit continuation in accordance with the Company’s standard severance guidelines.
A copy of the press release announcing Mr. Dinkins’ appointment is attached as exhibit 99.1 to this report and incorporated into this Item 5.02 by this reference.
Item 8.01. Other Events.
On March 8, 2012, the Company announced the appointment of Daniel R. Kaiser, Ph.D. as the Company’s Vice President and Chief Technology Officer. As Chief Technology Officer, Dr. Kaiser will lead the QiG Group, the Company’s research and development subsidiary, and also provide strategic guidance and technical leadership to the Company’s Greatbatch Medical and Electrochem business segments. A copy of the press release announcing Mr. Kaiser’s appointment is attached as exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated March 8, 2012.
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.
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Dated: |
March 8, 2012 |
GREATBATCH, INC. |
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By: |
/s/ Thomas J. Mazza |
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Thomas J. Mazza |
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Senior Vice President and |
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Chief Financial Officer |
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Exhibit 99.1
Greatbatch Appoints New CFO and CTO to Advance Medical Device and Systems Strategy
CLARENCE, N.Y.--(BUSINESS WIRE)--March 8, 2012--Greatbatch, Inc. (NYSE: GB) - In support of further advancing its medical device and systems strategy, Greatbatch, Inc. today announced the appointment of Michael Dinkins as senior vice president and chief financial officer (CFO) and Daniel R. Kaiser, Ph.D., as vice president and chief technology officer (CTO).
CFO and Related Appointments
Mr. Dinkins has compiled nearly two decades of senior leadership roles with publicly-traded organizations. He was most recently the executive vice president and CFO for USI Holdings Corporation, the insurance and risk management intermediary. He previously served as the executive vice president and CFO of Hilb Rogal & Hobbs Co. and as vice president, Global Control & Reengineering for Guidant Corporation. He was elected to the Greatbatch Board of Directors in 2008, and will resign the seat when he assumes the CFO position.
“Taking into account our strong business performance coupled with even greater opportunity on the horizon, it’s the ideal time to further strengthen our talented financial leadership group,” said Greatbatch President and Chief Executive Officer, Thomas J. Hook. “Mike has provided consistent leadership and guidance as a member of our Board. We will now be able to more fully leverage his broad management skills and significant financial experience as an Executive Leadership Team member.”
Tom Mazza, who has served as the company’s chief financial officer since 2005, will transition to a role as vice president and corporate controller, and principal accounting officer. “We couldn’t have grown the company to its present state without the leadership of Tom, who will continue to be a key member of our leadership team,” Hook added. “In his new role, Tom will lend his insights, financial expertise and industry knowledge to support our long term corporate strategies.”
“Considering that the company is coming off a very good year with strong results and positive momentum, it’s an opportune time to bolster our team,” said Mr. Mazza. “We’re so fortunate to be joined by an executive of Mike’s caliber, and I look forward to working closely with him through the transition and in my new role.”
Marco Benedetti, currently corporate controller and principal accounting officer, will transition to the role of vice president responsible for financial planning & analysis and investor relations functions for the company.
CTO Appointment
Dr. Kaiser will immediately assume the company’s newly-created CTO position, where he will serve as the leader of QiG Group – Greatbatch’s research and development subsidiary – and also provide strategic guidance and technical leadership to the Greatbatch Medical and Electrochem businesses.
Since joining Greatbatch in 2008, Dr. Kaiser has taken on increasing responsibility in a number of key leadership roles in product planning, marketing, and development. His most recent role included leading the product development, design assurance, and regulatory affairs for QiG Group’s Cardiovascular Portfolio. Prior to joining Greatbatch, he held positions of progressive responsibility within established medical device companies such as Medtronic, Inc. and Guidant Corporation, led the research efforts of a large Cardiology private practice at the St. Paul Heart Clinic, and fostered research and innovation at the academic level with over 23 publications as an adjunct assistant professor at the University of Minnesota. Dr. Kaiser, who received a Bachelors of Science in Electrical Engineering from the University of Wisconsin – Madison, and a MS and Ph.D. in Biophysical Sciences and Medical Physics from the University of Minnesota, is the inventor or co-inventor of 10 granted and pending patents.
“Dan has demonstrated exceptional performance in navigating our cardiovascular portfolio, including spearheading five product approvals. His leadership of QiG Group will be essential as we drive the commercialization phase of our medical device and systems strategy,” said Mr. Hook.
QiG Group was previously led by Mr. Hook, under whose leadership it has grown to more than 150 highly skilled research and development Associates.
About Greatbatch
Greatbatch, Inc. (NYSE: GB) provides top-quality technologies to industries that depend on reliable, long-lasting performance through its brands Greatbatch Medical, Electrochem and QiG Group. Greatbatch Medical develops and manufactures critical medical device technologies for the cardiac, neurology, vascular and orthopaedic markets. Electrochem designs and manufactures battery and wireless sensing technologies for high-end niche applications in the energy, military, portable medical, and other markets. The QiG Group empowers the design and development of new medical devices for our core markets. Additional information about the Company is available at www.greatbatch.com.
CONTACT:
Greatbatch, Inc.
Investor Relations:
Marco
Benedetti, 716-759-5856
mbenedetti@greatbatch.com
or
Media:
Christopher
Knospe, 716-759-5727
cknospe@greatbatch.com