As filed with the Securities and Exchange Commission on June 5, 2007
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GREATBATCH, INC.
(Exact name of registrant as specified in its charter)
Delaware 16-1531026
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9645 Wehrle Drive, Clarence, New York 14031
(Address of Principal Executive Offices, Including Zip Code)
GREATBATCH, INC. 2005 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Thomas J. Hook
President and Chief Executive Officer
9645 Wehrle Drive
Clarence, New York 14031
(716) 759-5600
(Name and Address of Agent for Service)
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered(1) Maximum Offering Price Maximum Registration
Per Share(2) Aggregate Offering Fee(2)
Price(2)
Common Stock, par value $.001 1,450,000 $29.62 $42,949,000 $1,318.54
(1) Plus such indeterminate number of shares of common stock of the Registrant
as may be issuable by reason of the anti-dilution provisions of the
Greatbatch, Inc. 2005 Stock Incentive Plan (the "Plan").
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
registration fee was computed on the basis of the market value of the
1,450,000 shares of common stock to be registered hereby estimated in
accordance with Rule 457(c), solely for the purpose of computing the
registration fee, on the basis of the average of the high and low prices
per share of common stock of the Registrant reported on the New York Stock
Exchange on May 30, 2007.
REGISTRATION OF ADDITIONAL SECURITIES
General Instruction E Information
This Registration Statement on Form S-8 registers additional securities
of the same class as other securities of Greatbatch, Inc. (the "Company") for
which a Registration Statement of the Registrant on Form S-8 relating to the
Plan is effective. Pursuant to General Instruction to Form S-8, the contents of
the Company's Registration Statement on Form S-8 (File No. 333-129002) as filed
with the Securities and Exchange Commission (the "Commission") on October 14,
2005 is hereby incorporated by reference. The Company is hereby registering an
additional 1,450,000 shares of Common Stock, $.001 par value, issuable under the
Plan, none of which has been issued as of the date of this registration
statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following documents are filed as a part of this Registration
Statement or incorporated herein by reference:
Exhibit No. Description
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5.1 Opinion of Hodgson Russ LLP.
23.1 Consent of Hodgson Russ LLP (included in exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.4 Power of attorney (included on signature page).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Clarence, State of New York, on June 4, 2007.
GREATBATCH, INC.
BY: /s/ Thomas J. Mazza
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Thomas J. Mazza
Senior Vice President and CFO
POWER OF ATTORNEY
The undersigned directors and officers of Greatbatch, Inc. (the
"Company") do hereby constitute and appoint Thomas J. Hook, Thomas J. Mazza and
Timothy G. McEvoy, and each of them, with full power of substitution, our true
and lawful attorneys-in-fact and agents to do any and all acts and things in our
name and behalf in our capacities as directors and officers, and to execute any
and all instruments for us and in our names in the capacities indicated below
which such person may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in connection with this registration statement, including
specifically, but not limited to, power and authority to sign for us, or any of
us, in the capacities indicated below and any and all amendments (including
pre-effective and post-effective amendments or any other registration statement
filed pursuant to the provision of Rule 462(b) under the Act) hereto; and we do
hereby ratify and confirm that all such persons shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas J. Hook President and Chief Executive June 4, 2007
------------------ Officer (Principal Executive
Thomas J. Hook Officer)
/s/ Thomas J. Mazza Sr. Vice President and Chief June 4, 2007
------------------- Financial Officer (Principal
Thomas J. Mazza Financial Officer)
/s/ Marco F. Benedetti Corporate Controller (Principal June 4, 2007
---------------------- Accounting Officer)
Marco F. Benedetti
/s/ Thomas J. Hook President, Chief Executive Officer June 4, 2007
------------------ and Director (Principal Executive
Thomas J. Hook Officer)
/s/ Edward F. Voboril Chairman and Director June 4, 2007
---------------------
Edward F. Voboril
/s/ Pamela G. Bailey Director June 4, 2007
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Pamela G. Bailey
/s/Dr. Joseph A. Miller, Jr. Director June 4, 2007
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Dr. Joseph A. Miller, Jr.
/s/ Bill R. Sanford Director June 4, 2007
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Bill R. Sanford
/s/ Peter H. Soderberg Director June 4, 2007
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Peter H. Soderberg
/s/ Thomas S. Summer Director June 4, 2007
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Thomas S. Summer
/s/ William B. Summers, Jr. Director June 4, 2007
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William B. Summers, Jr.
/s/ John P. Wareham Director June 4, 2007
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John P. Wareham
EXHIBIT INDEX
Exhibit No. Description
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5.1* Opinion of Hodgson Russ LLP.
23.1* Consent of Hodgson Russ LLP (included in exhibit 5.1).
23.2* Consent of Deloitte & Touche LLP.
24.1* Power of attorney (included on signature page).
* Filed herewith