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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) February 1, 2006
ALIGN TECHNOLOGY, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-32259 94-3267295
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(Commission File Number) (IRS Employer Identification No.)
881 Martin Avenue, Santa Clara, California 95050
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(Address of Principal Executive Offices) (Zip Code)
(408) 470-1000
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(Registrant's Telephone Number, Including Area Code)
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 (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))
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ITEM 8.01 OTHER EVENTS.
On February 1, 2006, Align Technology, Inc. ("Align") entered into a
settlement agreement (the "Settlement Agreement") with Ormco Corporation
("Ormco") and Allesee Orthodontic Appliances, Inc. ("AOA"). Pursuant to the
Settlement Agreement, the issues of past damages, willfulness and attorneys'
fees for Ormco's and AOA's adjudged infringement of Align's U.S. Patent Nos.
6,398,548 and 6,554,611 (the "Align Patents") through the manufacture and sale
by Ormco and AOA of its Red, White & Blue appliances has been settled. The
Settlement Agreement does not affect (1) Ormco and AOA's currently pending
appeal of the permanent injunction preventing Ormco and AOA from selling the
infringing Red, White & Blue system; (2) any appeal by Ormco of the decisions
and orders by the United States District Court relating to Ormco's patents; or
(3) any appeal by Align of the orders of the United States District Court
relating to Align's patents. See Align's Form 10-Q for the quarter ended
September 31, 2005 filed with the Securities and Exchange Commission on November
4, 2005 for a summary of the Ormco/AOA litigation.
In accordance with the terms of the Settlement Agreement, Ormco and AOA
will pay Align $884,000 (the "Settlement Amount") to resolve the issues of past
damages, willfulness and attorneys' fees for the adjudged infringement of the
Align Patents through the manufacture and sale by Ormco and AOA of its Red,
White & Blue appliances. The Settlement Amount will be paid into escrow pending
the completion of the appeals process. Align's receipt of the payments out of
escrow is contingent upon the Court, in a final, non-appealable judgment,
finding that Ormco or AOA infringes at least one of the claims in the Align
Patents. If, however, the Court issues a final, non-appealable judgment of
non-infringment, invalidity or unenforceability with respect to each asserted
claim of the Align Patents, all funds in the escrow account will be returned to
Ormco and AOA.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 07, 2006 ALIGN TECHNOLOGY, INC.
By: /s/ Roger E. George
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Roger E. George
Vice President, Legal and Corporate Affairs,
General Counsel and Corporate Secretary