U.S. 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) October 25, 2005
GREATBATCH, INC.
----------------
(Exact name of registrant as specified in its charter)
Delaware 1-16137 16-1531026
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9645 Wehrle Drive, Clarence, New York 14031
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 759-5600
--------------
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:
[ ] 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
------------------------------------------
On October 25, 2005, Greatbatch, Inc. (the "Company") and Medtronic, Inc.
entered into a license agreement which grants Medtronic the right to use certain
intellectual property relating to tantalum capacitors. The license is perpetual
and, except for the Company's right to make and sell capacitors, exclusive to
Medtronic. The license provides for an initial license fee (due after
Medtronic's first U.S. sale) and royalties (some of which the Company must pay
to a third party). The royalties are subject to a maximum royalty amount and may
be eliminated within specified contract periods if Medtronic purchases a certain
percentage of its tantalum capacitor requirements from the Company. The Company
cannot provide any assurances that Medtronic will utilize its capacitor
technology or purchase any capacitors.
Item 9.01. Financial Statements and Exhibits
---------------------------------
(c) Exhibits
99.1 Press Release dated October 31, 2005
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.
Dated: October 31, 2005 GREATBATCH, INC.
By: /s/ Thomas J. Mazza
-------------------
Thomas J. Mazza
Senior Vice President & Chief
Financial Officer
EXHIBIT
NUMBER DESCRIPTION
------ -----------
99.1 Press Release of Greatbatch, Inc. dated October 31, 2005.