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) August 8, 2006
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GREATBATCH, INC.
(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 1.01. Entry into a Material Definitive Agreement
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On August 8, 2006, Greatbatch entered into an employment agreement
with Thomas J. Hook under which Mr. Hook will be employed as
Greatbatch's President and Chief Executive Officer. Mr. Hook had
been employed as Greatbatch's President since July 2005. Prior to
that time, beginning with his hiring in September 2004, he served
as Executive Vice President and Chief Operating Officer. Prior to
his employment with Greatbatch, Mr. Hook was employed by CTI
Molecular Imaging beginning in 2002 where he had served most
recently as President, CTI Solutions Group. From March 2000 to
July 2002, Mr. Hook was General Manager, Functional and Molecular
Imaging for General Electric Medical Systems. From 1997 to 2000,
Mr. Hook worked for the Van Owen Group Acquisition Company and
earlier, Duracell, Inc.
Under Mr. Hook's employment agreement, he will receive an annual
salary of $425,000 and is eligible to receive cash-based and
stock-based incentive awards under the terms of Greatbatch's
incentive award programs and equity plans for executives in effect
from time to time. Under the employment agreement, Mr. Hook's
employment continues until December 31, 2009 and thereafter until
he or Greatbatch gives at least twelve months' notice of
termination or until Mr. Hook's death, disability or termination
for cause, good reason or without good reason. Upon termination of
Mr. Hook's employment, by Mr. Hook for good reason or by
Greatbatch for any reason other than cause, Mr. Hook will receive
a lump sum payment in an amount equal to his then current annual
base salary, a bonus and automatic vesting of all stock options,
restricted stock and other incentive and equity-based awards
previously granted to Mr. Hook, regardless of the satisfaction of
any performance criteria. Upon the death or permanent disability
of Mr. Hook, Greatbatch will continue to pay his then current base
salary for the longer of the initial term of the agreement or one
year from the date of death or that the determination of permanent
disability is made. All stock options, restricted stock and other
incentive and equity-based awards previously granted to Mr. Hook
will automatically vest regardless of the satisfaction of any
performance criteria. Mr. Hook will be entitled to payments and
benefits under the Change of Control Agreement between Mr. Hook
and Greatbatch dated August 10, 2004, if his employment is
terminated following or within six months prior to a change of
control.
Upon execution of the employment agreement, Mr. Hook was granted
50,000 restricted shares of Greatbatch's common stock and options
to purchase 25,000 shares of Greatbatch's common stock, of which
one-quarter vest on December 31, 2008, an additional one-quarter
vest on December 31, 2009, and the balance vest on December 31,
2010.
The Company intends to file a copy of the agreement with its
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 29, 2006.
Item 5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers.
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(b) On August 8, 2006, Greatbatch announced that Edward F.
Voboril, the Chief Executive Officer and Chairman of the Board of
Directors of Greatbatch, will relinquish the role of Chief
Executive Officer, effective August 8, 2006. Mr. Voboril will
remain as the non-executive Chairman of the Board of Directors of
Greatbatch.
(c) On August 8, 2006, Thomas J. Hook was appointed President and
Chief Executive Officer of Greatbatch. The disclosure set forth in
the first paragraph of Item 1.01 is incorporated into this Item by
reference.
On August 8, 2006, Greatbatch issued a press release to announce
the foregoing changes in management roles. A copy of the press
release is attached as Exhibit 99.1 hereto and is incorporated
into this report by reference.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits
99.1 Press release dated August 8, 2006.
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: August 8, 2006 GREATBATCH, INC.
By: /s/ Thomas J. Mazza
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Senior Vice President and
Chief Financial Officer
Exhibit
Number Description
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99.1 Press Release of Greatbatch, Inc. dated August 8, 2006