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): June 6, 2007
Greatbatch, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-16137 16-1531026
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9645 Wehrle Drive
Clarence, New York 14031
(Address of principal executive offices) (Zip Code)
(716) 759-6901
(Registrant's telephone number, including area code)
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 2.01 Completion of Acquisition or Disposition of Assets.
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On June 6, 2007, as a result of a tender offer (the "Offer") and pursuant
to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of April
28, 2007, by and among Enpath Medical, Inc. ("Enpath"), Greatbatch Ltd.
("Parent"), an indirect wholly-owned subsidiary of Greatbatch, Inc.
("Greatbatch"), and Chestnut Acquisition Corporation ("Purchaser"), a
wholly-owned subsidiary of Parent, Purchaser acquired approximately 90.1% of the
outstanding common stock of Enpath.
The initial period of the Offer expired at 12:00 midnight, New York City
time, on Tuesday, June 5, 2007. Based upon a preliminary tally by Mellon
Investor Services LLC, the depositary for the Offer, at the close of the initial
period of the Offer a total of 5,790,211 shares of Enpath common stock were
validly tendered in the Offer and not withdrawn (including 437,345 shares
tendered pursuant to guaranteed delivery procedures). Purchaser has accepted for
purchase all Enpath shares validly tendered in the Offer and not withdrawn.
Payment for the tendered shares, at the Offer price of $14.38 per share, in
cash, without interest thereon and less any required withholding taxes, will be
made promptly.
Greatbatch and Purchaser announced a subsequent offering period, which
commenced on Wednesday, June 6, 2007 and will expire at 12:00 Midnight, New York
City time, on Friday, June 8, 2007, unless extended. During the subsequent
offering period, Purchaser will accept for payment and promptly pay for shares
of Enpath as they are tendered. Enpath shareholders who tender shares during
such period will be paid the same $14.38 per share cash consideration paid
during the initial offering period. Shares tendered during the subsequent
offering period may not be withdrawn.
Following the expiration of the subsequent offer period and pursuant to
the terms of the Merger Agreement, Purchaser will be merged with and into Enpath
(the "Merger"). At the time the Merger becomes effective, each outstanding share
of Enpath common stock not tendered into the Offer (other than shares owned by
the Greatbatch, Parent or Purchaser) will automatically be converted into the
right to receive the same $14.38 per share cash consideration paid in the Offer.
Following the consummation of the Merger, Enpath will continue as the surviving
corporation and a wholly-owned subsidiary of Parent. The merger is expected to
occur on or about June 15, 2007.
Item 9.01. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
In accordance with Item 9.01(a) of Form 8-K, the financial
statements for Enpath Medical, Inc. required pursuant to Regulation S-X will be
filed by amendment to this Form 8-K on or before August 22, 2007.
(b) Pro Forma Financial Information.
In accordance with Item 9.01(b) of Form 8-K, the pro forma
financial information required pursuant to Regulation S-X will be filed by
amendment to this Form 8-K on or before August 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: June 8, 2007
By: /s/ Thomas J. Mazza
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Thomas J. Mazza
Senior Vice President and
Chief Financial Officer