UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) July 27, 2005
TELEFLEX INCORPORATED
(Exact name of Registrant as Specified in Its Charter)
| |
|
|
|
|
| Delaware
|
|
1-5353
|
|
23-1147939 |
|
|
|
|
|
|
| (State or Other Jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer |
| of Incorporation or Organization)
|
|
|
|
Identification No.) |
| |
|
|
| 155 South Limerick Road, Limerick, Pennsylvania
|
|
19468 |
| |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
| |
|
|
| Registrant’s Telephone Number, Including Area Code
|
|
(610) 948-5100 |
| |
| |
|
|
|
|
|
|
|
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:
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure
In connection with the conference call held by Teleflex Incorporated (the “Company”) on July
27, 2005 to discuss its financial results for the second quarter of 2005, the Company referenced a
slide presentation, which was made available in advance of the call through the Company’s website.
The slide presentation is furnished as Exhibit 99.1 to this Current Report.
In addition to the financial information included in the slide presentation that has been
prepared in accordance with generally accepted accounting principles in the United States (“GAAP”),
the slide presentation includes information regarding free cash flow and certain income measures
which exclude the effect of restructuring and other costs associated with the Company’s
restructuring and divestiture program, which are non-GAAP financial measures.
Management believes that free cash flow is a useful measure of cash performance because it
provides a meaningful representation of those cash flows, both operating and capital, that are
associated with the Company’s operations. In addition, management believes that the use of income
measures that exclude the effect of restructuring and other costs associated with the Company’s
restructuring and divestiture program provides useful information to investors to facilitate the
comparison of past and present operations, excluding items that the Company does not believe are
indicative of our ongoing operations. However, such non-GAAP measures should be considered in
addition to, not as a substitute for, or superior to other financial measures prepared in
accordance with GAAP. Additionally, such non-GAAP financial measures as presented by the Company
may not be comparable to similarly titled measures reported by other companies.
The information furnished pursuant to Item 7.01 of this Current Report, including Exhibit
99.1 hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be
incorporated by reference into future filings by the Company under the Securities Act of 1933, as
amended or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets
forth in such future filing that such information is to be considered “filed” or incorporated by
reference therein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| |
99.1 |
|
Investor Conference Call Slide Presentation |