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) May 31, 2005
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GREATBATCH, INC.
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(Exact name of registrant as specified in its charter)
1-16137 16-1531026 Delaware
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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)).
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Item 1.01. Entry into a Material Definitive Agreement
On June 1, 2005, Greatbatch, Inc. (the "Company") amended its Senior Secured
Credit Facility, which includes changes to the underlying covenants. The amended
three-year facility replaces the old $20.0 million revolving credit facility
with a new $50.0 million Revolving Credit Facility ("new revolver"), which
contains a $10.0 million sub-limit for the issuance of commercial or standby
letters of credit. The new revolver is secured by the Company's non-realty
assets including cash, accounts and notes receivable, and inventories. The new
revolver requires the Company to comply with two quarterly financial covenants,
as defined. The first relates to the ratio of consolidated net earnings or loss
before interest, taxes, depreciation, and amortization ("EBITDA") to Fixed
Charges. The second is a Leverage ratio, which is calculated based on the ratio
of Consolidated Funded Debt less Cash, Cash Equivalent Investments and
Short-Term Investments to Consolidated EBITDA. Interest rates under the new
Facility vary with the Company's leverage. The Company is required to pay a
commitment fee of between .125% and .250% per annum on the unused portion of the
revolving line of credit based on the Company's leverage.
Upon an event of default, the lenders may terminate the new revolver and declare
amounts then outstanding immediately due and payable in whole or in part. These
events of default include, among others: the failure to pay any principal or
interest when due and payable under the new revolver; any representation or
warranty made under the new revolver proves to have been incorrect when made or
deemed made; the failure to observe certain covenants, conditions or agreements
under the new revolver; a petition seeking liquidation, reorganization or other
relief is filed; an event or condition occurs which at the time results in
indebtedness of one million dollars or more becoming due and payable prior to
its scheduled maturity; one or more judgments for the payment of money in an
aggregate amount in excess of applicable insurance coverage of one million
dollars or more is rendered; the failure of any guarantor to observe or perform
any applicable covenant, condition or agreement under the new revolver; and, a
change of control occurs.
The Company intends to file a copy of the Agreement with its Quarterly Report on
Form 10-Q for the fiscal quarter ended July 1, 2005.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information provided under Item 1.01 above is hereby incorporated by
reference into this item.
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: June 6, 2005 GREATBATCH, INC.
By: /s/ Lawrence P. Reinhold
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Executive Vice President and
Chief Financial Officer