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): June 1, 2011
For the fiscal year ended December 31, 2010
Teleflex Incorporated
(Exact name of registrant as specified in its charter)
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| Delaware
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1-5353
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23-1147939 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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155 South Limerick Road, Limerick,
Pennsylvania
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19468 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 610-948-5100
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
This Current Report on Form 8-K (“Form 8-K”) is being filed substantially concurrently with the
filing by Teleflex Incorporated (the “Company”) and certain of its domestic subsidiaries of
Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-3 in order to
register the full and unconditional guarantees, on a joint and several basis, of certain of the
Company’s 100% wholly-owned domestic subsidiaries of certain debt securities of the Company. This
Form 8-K provides financial information of the Company’s subsidiary guarantors required by Rule
3-10 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10”) under Note 17,
“Guarantor financial statements”; such financial statements are set forth at Exhibit 99.1 hereto.
This Form 8-K further updates and supersedes Items 1, 2, 6, 7 and 8 from the Company’s Annual
Report on Form 10-K for the year ended December 31, 2010 (the “Form 10-K”) to report the Company’s
former marine business, which the Company sold on March 22, 2011, and the Company’s cargo container
business, for which the Company approved a plan of sale, as discontinued operations pursuant to the
requirements of Financial Accounting Standards Board Accounting Standards Codification topic 205,
“Presentation of Financial Statements” (“ASC topic 205”) for the three years ended December 31,
2010, December 31, 2009 and December 31, 2008 and as of December 31, 2010 and December 31, 2009. This presentation has no effect on the
Company’s previously reported net earnings (see exhibit 99.1). Retroactive reclassification of
assets as held for sale at the balance sheet date is not required under accounting guidance.
Accordingly no adjustments for assets of the Company’s cargo container business held for sale have
been made to the balance sheets as of December 31, 2010 and December 31, 2009 as originally
reported in the Form 10-K.
In addition, this Form 8-K updates and supersedes the Company’s interim financial statements for
the three months ended March 27, 2011 and March 28, 2010 and as of March 27, 2011 appearing in Part
1 Item 1 of the Quarterly Report on Form 10-Q for the quarterly period ended March 27, 2011 (the
“Form 10-Q”) to provide the information required by Rule 3-10 appearing in Note 16, “Guarantor
financial statements;” such financial statement are set forth at Exhibit 99.2 hereto.
All other items of the Form 10-K and Form 10-Q not presented herein remain unchanged. The Company
has not updated matters in the Form 10-K and Form 10-Q except to the extent expressly provided
above.
Set forth in Exhibit 99.1 attached hereto are updated consolidated financial statements and
selected financial information with respect to the operations of the Company for the years
presented in the Form 10-K.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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23.1 |
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
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99.1 |
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Updated Item 1. Business; Updated Item 2. Properties; Updated Item 6. Selected
Financial Data; Updated Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations; Updated Item 8. Financial Statements and
Supplementary Data. |
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99.2 |
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Note 16 of the unaudited financial statements contained in the Company’s Form 10-Q
for the quarterly period ended March 27, 2011. |
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