-----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, GQMwlwr4jflHcdHvcNiuNh6ILZEnlS4BeEv0K063sH6Dhpv2aFxBM/jQrUn5+mZO lYNeSofDqrJhGSzpfCnH0A== 0001193125-10-257458.txt : 20101112 0001193125-10-257458.hdr.sgml : 20101111 20101112062643 ACCESSION NUMBER: 0001193125-10-257458 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101111 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCELLENT INC CENTRAL INDEX KEY: 0001342505 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-130470 FILM NUMBER: 101182426 BUSINESS ADDRESS: STREET 1: 200 WEST 7TH AVE CITY: COLLEGEVILL STATE: PA ZIP: 19426 BUSINESS PHONE: 866-899-1392 MAIL ADDRESS: STREET 1: 200 WEST 7TH AVE CITY: COLLEGEVILL STATE: PA ZIP: 19426 8-K 1 d8k.htm CURRENT REPORT Current Report

 

UNITED STATES

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): November 12, 2010 (November 11, 2010)

 

ACCELLENT INC.

(Exact name of registrant as specified in its charter)

 

 

Maryland    333-130470    84-1507827

(State or other jurisdiction of

incorporation)

   (Commission File Number)   

(IRS Employer Identification

Number)

 

 

100 Fordham Road

Wilmington, Massachusetts

   01887
(Address of principal executive offices)    (Zip Code)

 

(978) 570-6900

(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 8.01 Other Events.

On November 11, 2010, Accellent Inc. (the “Company”) issued a press release announcing that, in connection with the previously announced cash tender offer and consent solicitation by the Company to purchase for cash any and all of its outstanding 10 1/2% senior subordinated notes due 2013 (the “Notes”), the tender period expired at 11:59 p.m., New York City time, on November 10, 2010. No additional Notes were tendered since the consent payment deadline on October 27, 2010.

As previously announced, the Company purchased for cash, on October 28, 2010, $230,767,000 of the tendered Notes. Also as previously announced, the Company will redeem for cash any and all of its outstanding Notes on December 1, 2010.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit 99.1 – Press Release, issued by Accellent Inc. on November 11, 2010.


 

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 hereunto duly authorized.

 

Date: November 12, 2010     ACCELLENT INC.
      By:   /s/ Craig Campbell        
        Name:   Craig Campbell
        Title:   Vice President, Chief Accounting Officer & Corporate Controller


EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1   Press Release, issued by Accellent Inc. on November 11, 2010
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

 

Exhibit 99.1

Investor Contact: Jeremy Friedman

Executive Vice President and Chief Financial Officer

978 570 6900

Jeremy.friedman@accellent.com

FOR IMMEDIATE RELEASE

 

ACCELLENT INC. ANNOUNCES COMPLETION OF TENDER OFFER

FOR THE 10 1/2% SENIOR SUBORDINATED NOTES DUE 2013

 

WILMINGTON, MA – November 11, 2010 – Accellent Inc. (“Accellent” or the “Company”), a wholly-owned subsidiary of Accellent Holdings Corp., announced today that, in connection with the previously announced cash tender offer and consent solicitation by the Company to purchase for cash any and all of its outstanding 10 1/2% senior subordinated notes due 2013 (the “Notes”), the tender period expired at 11:59 p.m., New York City time, on November 10, 2010. No additional Notes were tendered since the consent payment deadline on October 27, 2010.

As previously announced, the Company purchased for cash, on October 28, 2010, $230,767,000 of the tendered Notes. The complete terms and conditions of the tender offer were set forth in an Offer to Purchase and Consent Solicitation Statement that was sent to holders of the Notes.

As previously announced, the Company will redeem for cash any and all of its outstanding Notes on December 1, 2010. The redemption price for the Notes will be 102.625% of the principal amount thereof, plus any accrued and unpaid interest up to, but not including, the date of redemption.

The notice of redemption for the Notes was sent to registered holders on or about October 28, 2010. The Notes are to be surrendered to The Bank of New York Mellon, as trustee and paying agent, in exchange for payment of the redemption price, plus accrued and unpaid interest up to, but not including, the date of redemption. Questions relating to, and requests for additional copies of, the notice of redemption should be directed to The Bank of New York Mellon, Corporate Trust Administration, 101 Barclay Street, New York, NY 10286 (phone number 1-800-254-2826).

About Accellent Inc.

The Company provides fully integrated outsourced manufacturing and engineering services to the medical device industry in the cardiology, endoscopy and orthopaedic markets. The Company has broad capabilities in design and engineering services, precision component fabrication, finished device assembly and complete supply chain management solutions. These capabilities enhance its customers’ speed to market and their return on investment by allowing them to focus their internal resources more efficiently.

Forward-Looking Statements

This press release includes “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. All statements included herein, other than statements of historical fact, may constitute forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from the Company’s expectations are disclosed in the risk factors contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on March 31, 2010. All forward-looking statements are expressly qualified in their entirety by such risk factors.

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