UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): March 20, 2009
TELEFLEX INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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1-5353
(Commission File Number)
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23-1147939
(I.R.S. employer identification no.) |
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155 South Limerick Road,
Limerick, Pennsylvania
(Address of principal executive offices)
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19468
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Registrant’s telephone number, including area code: (610) 948-5100
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240. 14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 20, 2009, Teleflex Holding Singapore Pte. Ltd. (“Teleflex Singapore”), a subsidiary of
Teleflex Incorporated (the “Company”), completed the sale of its 51 percent share of Airfoil
Technologies International — Singapore Pte. Ltd. (“ATI Singapore”) to GE Pacific Private Limited
for $300 million. ATI Singapore, which provides engine repair products and services for critical
components of flight turbines, was part of a joint venture between General Electric Company (“GE”)
and the Company. The Company and GE are also parties to an agreement that will permit the Company to
transfer its ownership interest in the remaining ATI business (together with ATI Singapore, the
“ATI Business”) to GE by the end of 2009. The ATI Business meets the criteria for reporting
discontinued operations under Statement of Financial Accounting Standards (“SFAS”) No. 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets.”
The foregoing description of the transaction is qualified in its entirety by reference to the full
text of the Securities Purchase Agreement, dated February 27, 2009, by and among GE Pacific,
Teleflex Singapore, ATI Singapore, GE and Teleflex, which is filed as Exhibit 2.1 to this Current
Report and is incorporated herein by reference.
Exhibit 99.1 furnished with this Current Report on Form 8-K presents the unaudited pro forma
condensed Balance Sheet as of December 31, 2008 and the unaudited pro forma condensed Statements of
Income for the three years ended December 31, 2008, December 31, 2007 and December 31, 2006. The
unaudited pro forma financial information reflects the sale of the ATI Business as a discontinued
operation in accordance with SFAS No. 144 for all periods presented. The unaudited pro forma
information should be read in conjunction with the annual financial statements included in the
Company’s Form 10-K for the year ended December 31, 2008.
Item 9.01. Financial Statements and Exhibits.
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The unaudited pro forma financial information required by Item 9.01 (b)(1) of Form 8-K is
attached hereto as Exhibit 99.1 |
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Exhibits |
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| 2.1 |
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Securities Purchase Agreement, dated February 27, 2009, by and among GE Pacific Private
Limited, Teleflex Holding Singapore Pte. Ltd., Airfoil Technologies International — Singapore
Pte. Ltd., General Electric Company and Teleflex Incorporated. |
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| 99.1 |
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Unaudited Pro Forma Condensed Statements of Income for the years ended December 31, 2008,
December 31, 2007 and December 31, 2006 and the Unaudited Pro Forma Condensed Balance Sheet
for December 31, 2008. |
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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.
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TELEFLEX INCORPORATED
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By: |
/s/ Jeffrey P. Black
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Jeffrey P. Black |
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Chairman and Chief Executive Officer
(Principal Executive Officer) |
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By: |
/s/ Kevin K. Gordon
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Kevin K. Gordon |
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
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By: |
/s/ Charles E. Williams
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Charles E. Williams |
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Corporate Controller and Chief Accounting Officer
(Principal Accounting Officer) |
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