SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
OR
o TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-116038
Symmetry Medical Inc. 401(k) Plan
(Full title of the plan and the address of the plan if different from that of the issuer named below)
Symmetry Medical Inc.
3724 N. State Road 15
Warsaw, Indiana 46582
(Name of issuer of the securities held pursuant to the plan and the address of its principal executive office)
Required Information
The Plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and schedule have been prepared in accordance with the financial reporting requirements of ERISA and are included in this Report.
Financial Statements and Exhibits |
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Financial Statements: |
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2 |
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3 |
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4 |
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Supplemental Schedule: |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
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11 |
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Signature |
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Exhibit Index |
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Exhibit 23.1 Consent of Independent Registered Certified Public Accountant |
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Symmetry Medical Inc. 401(k) Plan
EIN 35-1996126 PN 001
Accountants Report and Financial Statements
December 31, 2007 and 2006
Symmetry Medical Inc. 401(k) Plan
December 31, 2007 and 2006
Contents
1 |
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Financial Statements |
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2 |
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3 |
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4 |
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Supplementary Information |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
11 |
Report of Independent Registered Public Accounting Firm
Board of Directors, Audit Committee and Plan Administrator
Symmetry Medical Inc. 401(k) Plan
Warsaw, Indiana
We have audited the accompanying statements of net assets available for benefits of Symmetry Medical Inc. 401(k) Plan as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Symmetry Medical Inc. 401(k) Plan as of December 31, 2007 and 2006, and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying supplemental schedule is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
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/s/BKD, LLP |
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Fort Wayne, Indiana |
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June 20, 2008 |
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Federal Employer Identification Number: 44-0160260 |
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Symmetry Medical Inc. 401(k) Plan
Statements
of Net Assets Available for Benefits
December 31, 2007 and 2006
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2007 |
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2006 |
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Assets |
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Investments |
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$ |
35,517,715 |
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$ |
30,531,397 |
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Contribution receivables |
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Participants |
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169,375 |
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122,987 |
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Symmetry Medical Inc. and subsidiaries |
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217,324 |
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191,874 |
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Total contribution receivables |
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386,699 |
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314,861 |
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Total assets |
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35,904,414 |
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30,846,258 |
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Liabilities |
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Accrued expenses |
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8,363 |
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9,169 |
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Excess contribution payable |
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39,871 |
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22,823 |
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Total liabilities |
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48,234 |
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31,992 |
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Net Assets Available for Benefits, At Fair Value |
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35,856,180 |
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30,814,266 |
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Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts |
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704 |
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Net Assets Available for Benefits |
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$ |
35,856,884 |
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$ |
30,814,266 |
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See Notes to Financial Statements
2
Symmetry Medical Inc. 401(k) Plan
Statements
of Changes in Net Assets Available for Benefits
Years Ended December 31, 2007 and 2006
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2007 |
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2006 |
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Additions |
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Investment income |
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Net appreciation in fair value of investments |
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$ |
848,145 |
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$ |
1,768,693 |
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Interest |
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316,280 |
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314,786 |
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Dividends |
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2,194,103 |
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1,311,574 |
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3,358,528 |
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3,395,053 |
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Contributions |
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Symmetry Medical Inc. and subsidiaries |
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986,329 |
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1,076,019 |
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Participants and rollovers |
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2,735,045 |
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2,625,759 |
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Merger of Riley 401(k) Plan |
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804,278 |
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9,094,243 |
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4,525,652 |
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12,796,021 |
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Total additions |
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7,884,180 |
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16,191,074 |
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Deductions |
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Benefits paid directly to participants |
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2,804,024 |
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1,486,075 |
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Administrative expenses |
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37,538 |
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37,420 |
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Total deductions |
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2,841,562 |
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1,523,495 |
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Net Increase |
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5,042,618 |
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14,667,579 |
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Net Assets Available for Benefits, Beginning of Year |
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30,814,266 |
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16,146,687 |
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Net Assets Available for Benefits, End of Year |
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$ |
35,856,884 |
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$ |
30,814,266 |
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See Notes to Financial Statements
3
Symmetry Medical Inc. 401(k) Plan
December 31, 2007 and 2006
Note 1: Description of the Plan
The following description of the Symmetry Medical Inc. 401(k) Plan (Plan) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plans provisions which is available from the plan administrator.
General
The Plan is a defined contribution plan which provides retirement benefits for substantially all full-time employees of Symmetry Medical Inc. and certain subsidiaries (Company) who have at least three months of service and are age 21 or older and meet other eligibility requirements as defined by the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Participants may defer and contribute an amount up to 25% of their annual compensation, as defined by the Plan, not to exceed certain dollar limitations that are set by law. Participants age 50 or older may elect to defer and contribute additional amounts to the Plan up to a maximum that is set by law. Participants may also make rollover contributions of amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company may contribute a discretionary amount equal to a matching percentage of the participants deferred contribution for each payroll period. Each year, the Company may make discretionary profit sharing contributions in addition to the matching contribution. The Company may designate as a qualified nonelective contribution to all or any portion of its profit sharing contribution. Participants must meet certain requirements as defined in the Plan to share the discretionary matching and profit sharing contributions. These conditions do not apply in the year of a participants death, disability or retirement or after normal retirement age.
Additionally, the Plan allows participants to change the amount of their contribution (salary deferral) on a periodic basis and to direct the investment of their funds and contributions on a daily basis. Currently, a participant may select from several diversified mutual funds offering different investment objectives. In March 2005, the Plan was amended to allow the common stock of the Company as an investment alternative under the Plan. Participants may not make an election to allocate more than 20% of their deferrals (contributions) nor to reallocate more than 20% of their account balances to the Companys stock.
During 2007 and 2006, the Company matched 50% of a participants before-tax contributions up to a maximum set by each division. The Company may also, at its discretion, make additional profit sharing contributions to the Plan in an amount determined by the Companys Board of Directors. There were no discretionary contributions in 2007 and 2006.
Participant Accounts
Each participants account is credited with the participants contributions and allocations of the Companys contributions and Plan earnings. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants nonvested accounts are
4
Symmetry Medical Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006
used to reduce future Company contributions. As of December 31, 2007 and 2006, forfeited, nonvested accounts totaled $114,106 and $22,295, respectively.
Participant Loans
Participants may borrow approved amounts from their fund accounts at no less than $1,000 and no greater than (a) 50% of his or her account balance, or (b) $50,000 reduced by the excess, if any, of a participants highest outstanding balance of loans during the 12-month period ending on the day before the new loan is made over a participants current balance of loans from the Plan and other qualified Plans on the day the new loan is made. The term of repayment of a loan other than a home loan must not be greater than five years. The term of repayment of a home loan must not be greater than 15 years. A loan is secured by the balance in the participants vested account and bears interest at a rate commensurate with local prevailing rates as determined by the plan administrator at the time of the loan, which is the prime rate as determined by the Plans trustee or its affiliate plus 1% (3.0% to 10.5% at December 31, 2007). Principal and interest is paid ratably through payroll deductions. The maximum number of loans that a participant may have at any one time is two. Should the participant terminate as an employee of the Company, the balance of the outstanding loan (including any accrued interest) becomes due and the participants vested account may be used to pay the balance of the outstanding loans.
Vesting
Participants are immediately vested in their contributions, including rollover contributions, and qualified nonelective contributions plus actual earnings thereon. Vesting in the Companys matching and profit sharing contribution portion of their accounts plus actual earnings thereon is based on years of continuous service as follows:
Years of Service |
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Percentage |
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1 |
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25 |
% |
2 |
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50 |
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3 |
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75 |
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4 |
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100 |
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Payment of Benefits
Upon termination of service or death, disability or retirement, a participant with a vested account balance exceeding $5,000 will receive a lump-sum distribution equal to the vested value of his or her account or periodic (monthly, quarterly or annual) installments over a period of not more than the participants or participant and spouses assumed life expectancy. Separated participants with vested account balances not exceeding $1,000 that have not made an election within 60 days will receive lump-sum distributions as soon as administratively feasible. The Plan also provides for participant loans as described above and certain hardship withdrawals. Distributions of benefits are
5
Symmetry Medical Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006
recorded as withdrawals from the Plan and reduction of net assets available for plan benefits in the period paid to the participant.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
Note 2: Summary of Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (FSP), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts, because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a collective trust. As required by the FSP, the statement of net assets available for benefits presents the fair value of the investment in the collective trust, as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts. The statement of changes in net assets available for benefits is prepared on a contract-value basis.
Investments
The Plans investments are stated at fair value. Shares of registered investment companies (mutual funds) are valued at quoted market prices, which represent the net asset value of the shares held by the Plan at year end. The Plans interest in collective trusts is valued based on information reported by the investment advisor using the audited financial statements of the collective trust at year end. The participant loans are valued at their outstanding balances, which approximates fair value.
The investment in Symmetry Medical Inc. Common Stock has been unitized and is comprised of cash and Symmetry Medical Inc. Common Stock. The Plan holds a nominal amount of these units in cash in order to provide liquidity for timely distributions. At December 31, 2007 and 2006, these units are comprised of 10,634 and 13,098 shares of Symmetry Medical Inc. Common Stock and cash of $7,537 and $7,589.
Purchases and sales of securities are accounted for on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
6
Symmetry Medical Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006
Administrative Expenses
Administrative, recordkeeping and trustee expenses for the Plan are charged to the Plan. All other administrative expenses are paid by the Company. Administrative expenses are recognized when incurred.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options that are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.
Plan Tax Status
The Plan operates under a nonstandardized adoption agreement in connection with a prototype 401(k) profit-sharing plan and trust sponsored by Wells Fargo Bank, N.A. This prototype plan document has been filed with the appropriate agency and has obtained a determination letter from the Internal Revenue Service stating that the prototype constitutes a qualified plan under Section 401 of the Internal Revenue Code and that the related trust was tax exempt as of the financial statement date. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan and related trust are currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code.
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
7
Symmetry Medical Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 3: Investments
The Plans investments are held by a bank-administered trust fund. The Plans investments (including investments bought, sold and held during the year) appreciated (depreciated) in fair value during 2007 and 2006 as follows:
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2007 |
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Net |
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Fair Value at |
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Investments at Fair Value as Determined by Quoted Prices in an Active Market |
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Mutual funds |
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$ |
844,300 |
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$ |
31,237,042 |
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Symmetry Medical Inc. common stock units |
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41,809 |
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192,924 |
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Collective investment funds |
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(37,964 |
) |
2,175,496 |
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848,145 |
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33,605,462 |
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Investments at Cost Which Approximates Market |
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Participant loans |
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1,912,253 |
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$ |
848,145 |
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$ |
35,517,715 |
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2006 |
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Net |
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Fair Value at |
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Investments at Fair Value as Determined by Quoted Prices in an Active Market |
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Mutual funds |
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$ |
1,546,519 |
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$ |
26,531,374 |
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Symmetry Medical Inc. common stock units |
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(54,521 |
) |
189,246 |
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Collective investment funds |
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276,695 |
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2,009,252 |
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1,768,693 |
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28,729,872 |
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Investments at Cost Which Approximates Market |
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Participant loans |
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1,801,525 |
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$ |
1,768,693 |
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$ |
30,531,397 |
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8
Symmetry Medical Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006
The fair value of individual investments that represent 5% or more of the Plans net assets are as follows:
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December 31 |
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2007 |
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2006 |
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Janus Balanced Fund |
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$ |
2,089,369 |
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$ |
1,816,596 |
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Janus Twenty Fund |
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5,185,220 |
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3,467,897 |
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Julius Baer International Equity Fund |
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3,633,778 |
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2,787,416 |
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Mosiac Mid Cap Fund |
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3,198,125 |
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2,846,287 |
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Participant Loans |
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1,912,253 |
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1,801,525 |
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Wells Fargo Advantage Total Return Bond Fund |
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1,913,716 |
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1,766,820 |
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Wells Fargo Diversified Equity Fund |
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2,653,179 |
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2,523,819 |
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Wells Fargo Growth Equity Fund |
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2,157,304 |
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2,008,160 |
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Wells Fargo Advantage Index Fund |
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3,375,259 |
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3,010,023 |
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Wells Fargo Russell 2000 Index Fund |
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1,941,407 |
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2,009,252 |
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* |
Wells Fargo Advantage Large Cap Fund |
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1,661,524 |
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1,609,449 |
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Wells Fargo Stable Income Fund |
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2,725,601 |
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* Represents less than 5% of total assets as of December 31, 2007.
Note 4: Related Party Transactions
Certain Plan investment shares of mutual funds are managed by Wells Fargo Bank, N.A., who is the trustee of the Plan. Transactions in such investments are considered to be party-in-interest investments. Fees paid to Wells Fargo Bank and affiliates for administrative, recordkeeping and trustee services were $37,538 and $37,420 for the years ended December 31, 2007 and 2006, respectively.
The Company provides certain accounting, recordkeeping and administrative services for which it receives no compensation.
Note 5: Employer Matching
During 2006, the Plan Administrator discovered that employer profit sharing contributions were only contributed to employees with dates of service greater than one year. The result was participants employed for more than 90 days, but that had not reached their one-year anniversary, were excluded from employer profit sharing contributions for the Plan years ending December 31, 2001 through 2005. The Plan Sponsor has estimated $150,000 is due to the Plan for participants improperly excluded from the contributions. This amount is included in contributions receivable from Symmetry Medical Inc. and subsidiaries at December 31, 2007 and 2006. On January 1,
9
Symmetry Medical Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006
2007, the Plan was amended to change the eligibility for employer profit sharing contributions to a minimum service requirement of one year.
Note 6: Plan Amendments
On January 1, 2007 the Plan was amended to apply a One-Year of Service eligibility requirement to share in any profit sharing contribution. On January 1, 2006, the Plan was amended to no longer impose an allocation condition for the employer matching contributions. In addition, the plan was amended to allow in-service withdrawals for participants attaining the age of 59 ½.
Note 7: Plan Mergers
On January 1, 2007, the Plan merged in total assets of $804,278 from the Riley Medical Pension Plan. On January 1, 2006, the Plan merged in total assets of $9,094,243 from the Jet Engineering 401(k) Plan.
Note 8: Subsequent Events
On January 1, 2008, the Plan was amended and restated for various purposes including adding an automatic enrollment feature.
On April 1, 2008, the Plan merged in the net assets of the Specialty Surgical Instruments 401(k) Retirement Plan of approximately $4,200,000. On May 1, 2008, the Plan merged in the net assets of the TNCO Employee 401(k) Plan of approximately $3,500,000.
10
Supplementary Information
Symmetry Medical Inc. 401(k) Plan
EIN
35-1996126 PN 001
Schedule H, Line 4iSchedule of Assets (Held at End of Year)
December 31, 2007
Identity of Issuer |
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Description of Investment |
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Current Value |
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Mutual Funds |
|
|
|
|
|
|
|
American Funds New Perspective Fund |
|
35,753.8878 shares |
|
$ |
1,205,264 |
|
|
Janus Balanced Fund |
|
82,226.2509 shares |
|
2,089,369 |
|
|
|
Janus Twenty Fund |
|
69,975.9807 shares |
|
5,185,220 |
|
|
|
Julius Baer International Equity Fund |
|
83,267.1299 shares |
|
3,633,778 |
|
|
|
Mosaic Mid Cap Fund |
|
248,494.5766 shares |
|
3,198,125 |
|
|
* |
Wells Fargo Advantage Total Return Bond Fund |
|
156,221.6812 shares |
|
1,913,716 |
|
|
* |
Wells Fargo Diversified Equity Fund |
|
74,969.7391 shares |
|
2,653,179 |
|
|
* |
Wells Fargo Growth Equity Fund |
|
91,295.1357 shares |
|
2,157,304 |
|
|
* |
Wells Fargo Advantage Index Fund |
|
60,449.3586 shares |
|
3,375,259 |
|
|
* |
Wells Fargo Advantage Large Cap Fund |
|
181,191.2579 shares |
|
1,661,524 |
|
|
* |
Wells Fargo Outlook Today Fund |
|
19,923.2468 shares |
|
204,014 |
|
|
* |
Wells Fargo Outlook 2010 Fund |
|
39,184.8480 shares |
|
505,485 |
|
|
* |
Wells Fargo Outlook 2020 Fund |
|
74,832.9682 shares |
|
1,084,330 |
|
|
* |
Wells Fargo Outlook 2030 Fund |
|
72,846.4783 shares |
|
1,125,478 |
|
|
* |
Wells Fargo Outlook 2040 Fund |
|
64,512.3698 shares |
|
1,134,127 |
|
|
* |
Wells Fargo Outlook 2050 Fund |
|
11,255.8776 shares |
|
110,870 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,237,042 |
|
|
|
Common Stock |
|
|
|
|
|
|
* |
Symmetry Medical Inc. |
|
20,215.4340 shares |
|
192,924 |
|
|
|
|
|
|
|
|
|
|
|
Collective Investment Funds |
|
|
|
|
|
|
* |
Wells Fargo Collective Russell 2000 Index Fund |
|
109,560.2210 shares |
|
1,941,407 |
|
|
* |
Wells Fargo Collective Stable Return Fund |
|
5,630.2944 shares |
|
234,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,175,496 |
|
|
|
Participant Loans |
|
Various loans with interest rates varying from 3.0% to 10.5% due through February 5, 2021 |
|
1,912,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
35,517,715 |
|
* Party-in-Interest
11
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
SYMMETRY MEDICAL INC. 401(k) PLAN |
||
|
|
|
||
|
|
|
||
Date: June 26, 2008 |
|
By: |
|
/s/ SCOTT A. AMSTUTZ |
|
|
|
|
Scott A. Amstutz |
|
|
|
|
Vice President |
12