U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 16, 2005
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WILSON GREATBATCH TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-16137 16-1531026
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
9645 Wehrle Drive, Clarence, New York 14031
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 759-5600
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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:
[ ] 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 2.05. Costs Associated with Exit or Disposal Activities
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As part of the Company's continuing efforts to decrease its
cost structure and increase its manufacturing efficiency, on
February 16, 2005 a plan was approved to consolidate the
capacitor manufacturing operations, currently in
Cheektowaga, NY, and the implantable medical battery
manufacturing operations, currently in Clarence, NY, into a
newly constructed advanced power source manufacturing
facility in Alden, NY. The Company will also consolidate the
capacitor research, development and engineering operations
from the Cheektowaga, NY, facility into the existing
implantable medical battery research, development, and
engineering operations in Clarence, NY.
The total cost estimated for these consolidation efforts is
anticipated to be between $3.5 and $4.0 million. We expect
to incur this additional expense over the next four fiscal
quarters. The major categories of costs to be incurred,
which will primarily be cash expenditures, include the
following:
o Production inefficiencies and revalidation - $1.5 to $1.7
million;
o Training - $0.6 to $0.7 million;
o Moving and facility closures - $0.9 million to $1.0 million;
and
o Infrastructure - $0.5 to $0.6 million.
FORWARD LOOKING STATEMENTS
Some of the statements in this Form 8-K are "forward-looking
statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and section 21E of the
Securities Exchange Act of 1934, as amended, and involve a
number of risks and uncertainties. These statements can be
identified by terminology such as "may," "will," "should,"
"could," "expects," "intends," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential" or
"continue" or the negative of these terms or other
comparable terminology. These statements are based on the
Company's current expectations. The Company's actual results
could differ materially from those stated or implied in such
forward-looking statements. Risks and uncertainties that
could cause actual results to differ materially from those
stated or implied by such forward-looking statements
include, among others, the following matters affecting the
Company: dependence upon a limited number of customers;
customer ordering patterns; product obsolescence; inability
to market current or future products; pricing pressure from
customers; our ability to timely and successfully implement
our cost reduction initiatives; reliance on third party
suppliers for raw materials, products and subcomponents;
fluctuating operating results; inability to maintain high
quality standards for our products; challenges to our
intellectual property rights; product liability claims;
inability to successfully consummate and integrate
acquisitions; unsuccessful expansion into new markets;
competition; inability to obtain licenses to key technology;
regulatory changes or consolidation in the healthcare
industry; and other risks and uncertainties described in the
Company's Annual Report on Form 10-K, including Exhibit 99.1
thereto, and in other periodic filings with the Securities
and Exchange Commission. The Company assumes no obligation
to update forward-looking information in this press release
whether to reflect changed assumptions, the occurrence of
unanticipated events or changes in future operating results,
financial conditions or prospects, or otherwise.
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: February 23, 2005 WILSON GREATBATCH TECHNOLOGIES, INC.
By: /s/ Lawrence P. Reinhold
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Lawrence P. Reinhold
Executive Vice President and
Chief Financial Officer