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 10, 2006
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GREATBATCH, 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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On February 10, 2006, the Company determined that it will restate the 2004
financial results. During the completion of its 2005 year-end control procedures
over the tax area, management discovered an error related to the 2004 provision
for income taxes. The impact of the correction of the error is a reduction of
net earnings in 2004 by $2.0 million and earnings per share by $0.09 to $0.66
per share. This correction represents an increase in the 2004 tax provision with
a corresponding decrease in refundable income taxes. This correction had no
impact on revenues or cash flows.
The Company had previously determined it had an internal control deficiency
related to income tax accounting that constituted a "material weakness," as
defined by the Public Company Accounting Oversight Board's Auditing Standard No.
2 at December 31, 2004. Since then, the Company has implemented enhanced
year-end control procedures related to income tax accounting. Due to the fact
that management discovered the aforementioned error during the completion of its
2005 year-end tax control procedures, the Company believes that its internal
controls over the tax area were effective as of December 31, 2005.
As of February 10, 2006, management concluded that its 2004 financial statements
and the related report of the Company's independent registered public
accountants presented in the Company's Form 10-K as amended and its balance
sheets included in the Company's Form 10-Q's as amended for the interim periods
ended March 31, June 30, and September 30, 2005 should not be relied upon.
The Company intends to present restated 2004 financial statements in its 2005
Form 10-K, which it expects to file prior to March 15, 2006.
Management and the Audit Committee of the Board of Directors discussed the
matters disclosed in this Item 4.02 with Deloitte & Touche LLP, the Company's
independent registered public accounting firm.
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 16, 2006 GREATBATCH, INC.
By: /s/ Thomas J. Mazza
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Thomas J. Mazza
Senior Vice President & Chief Financial Officer