U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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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 22, 2007
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GREATBATCH, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-16137 16-1531026
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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) 759-6901
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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 March 22, 2007, Greatbatch, Inc. (the "Company") entered into
separate privately negotiated agreements under which it will
exchange $50 million aggregate principal amount of its
outstanding 2 1/4% Convertible Subordinated Debentures due 2013
(the "Outstanding Debentures") for an equivalent principal amount
of a new series of 2 1/4% Convertible Subordinated Debentures due
2013 (the "New Debentures"), and under which it will issue an
additional $80 million aggregate principal amount of New
Debentures. The transactions are expected to close, subject to
customary closing conditions, on March 28, 2007.
The New Debentures contain a net share settlement feature, which
requires the Company, upon conversion of the New Debentures, to
pay holders in cash for each $1,000 principal amount of New
Debentures the lesser of $1,000 and the conversion value of the
New Debentures, unless the Company otherwise elects. Any amounts
in excess of $1,000 will be settled in shares of the Company's
common stock, or at the Company's option, cash. The initial
conversion price of the New Debentures is approximately $34.70.
The New Debentures are redeemable by the Company at any time
after June 20, 2012, or at the option of a holder upon the
occurrence of certain fundamental changes affecting the Company.
The New Debentures do not contain the put option provisions of
the Outstanding Debentures which provide the holders a one-time
option to require the Company to repurchase the Outstanding
Debentures on June 15, 2010. The Company has agreed to file a
registration statement for the resale of the New Debentures and
the underlying shares of common stock within 30 days following
the closing of the transactions.
The New Debentures and the common stock issuable upon conversion
of the New Debentures will not be registered under the Securities
Act of 1933, as amended, or the securities laws of any state and,
unless so registered, may not be offered or sold in the United
States except pursuant to an applicable exemption from the
registration requirement of the Securities Act and applicable
state securities laws.
The Company's press release announcing the transactions is
attached as Exhibit 99.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under
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an Off-Balance Sheet Arrangement of a Registrant.
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See Item 1.01 above, which is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
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See Item 1.01 above, which is incorporated by reference herein.
The issuance of the New Debentures is exempt from registration
under the Securities Act of 1933, as amended, pursuant to Rule
506 promulgated thereunder.
Item 8.01 Other Events.
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The Company has received a Commitment Letter and Term Sheet dated
as of February 21, 2007 from Manufacturers and Traders Trust
Company as lender and administrative agent, providing for a $200
million senior secured credit facility, which facility would be
subject to increase at the Company's option to $300 million.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits
99.1 Press Release dated March 22, 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.
GREATBATCH, INC.
Dated: March 22, 2007
By: /s/ Thomas J. Mazza
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Thomas J. Mazza
Senior Vice President and
Chief Financial Officer
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release of Greatbatch, Inc. dated March 22, 2007.