TELEFLEX INC — Capital/Financing Update 2004

Sep 22, 2004

8-K/A 1 w02012e8vkza.htm FORM 8-K/A TELEFLEX INCORPORATED e8vkza PAGEBREAK

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) July 6, 2004

TELEFLEX INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-5353	23-1147939
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

155 South Limerick Road, Limerick, Pennsylvania	19468
(Address of Principal Executive Offices)	(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 (see General Instruction A.2. below):

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))

PAGEBREAK

TOC

TABLE OF CONTENTS

Item 9.01 Financial Statements and Exhibits.
SIGNATURE
CONSENT OF DELOITTE & TOUCHE LLP
AUDITED FINANCIAL STATEMENTS FOR HUDSON RESPIRATORY CARE INC.
UNAUDITED INTERIM FINANCIAL STATEMENTS FOR HUDSON RESPIRATORY CARE INC.
INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

/TOC

Table of Contents

Section 2 – Financial Information link2 "Item 2.01 Completion of an Acquisition or Disposition of Assets."

Item 2.01 Completion of an Acquisition or Disposition of Assets.

On July 6, 2004, Teleflex Incorporated completed the acquisition of all of the issued and outstanding capital stock of Hudson Respiratory Care Inc., a leading provider of disposable medical products for respiratory care and anesthesia. The acquisition was completed pursuant to an Agreement and Plan of Merger dated May 17, 2004, as amended pursuant to that certain First Amendment to Agreement and Plan of Merger dated as of July 6, 2004.

This Form 8-K/A of Teleflex Incorporated amends the Current Report on Form 8-K of Teleflex Incorporated dated July 6, 2004 (filed July 21, 2004) to include (i) as required by Item 9.01(a) Financial Statements of Businesses Acquired, financial statements of Hudson Respiratory Care Inc. and Subsidiaries for the year ended December 31, 2003 and the unaudited interim financial statements of Hudson Respiratory Care Inc. and Subsidiaries for the six months ended June 30, 2004 and (ii) as required by Item 9.01(b) Pro Forma Financial Information, unaudited pro forma combined condensed balance sheet of Teleflex Incorporated and Hudson Respiratory Care Inc. as of June 27, 2004, and unaudited pro forma combined condensed statements of income for the six months ended June 27, 2004 and the year ended December 28, 2003 giving effect to the Hudson Respiratory Care Inc. transaction. Year-end calendar dates for Teleflex Incorporated and Hudson Respiratory Care Inc. varied slightly as Teleflex Incorporated’s year ends on the last Sunday of the calendar year while Hudson Respiratory Care Inc.’s year ends on the last day of the calendar year. For pro forma purposes these differences are deemed immaterial.

Section 9 – Financial Statements and Exhibits link2 "Item 9.01 Financial Statements and Exhibits."

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

| I. | The audited financial statements for Hudson Respiratory
Care Inc. and Subsidiaries as of December 31, 2003 and 2002, and
the related consolidated statements of operations and
comprehensive operations, stockholders’ deficit and cash flows
for each of the three years in the period ended December 31,
2003. (Exhibit 99.1) |
| --- | --- |
| II. | The unaudited interim financial statements for Hudson
Respiratory Care Inc. and Subsidiaries as of June 30, 2004 and
for the three and six months ended
June 30, 2004 and 2003. As a result of completion of Teleflex
Incorporated’s (Teleflex) acquisition of Hudson Respiratory Care
Inc. (Hudson) on July 6, 2004, the client-auditor relationship
between Hudson and Deloitte & Touche LLP ceased on that
date. Deloitte & Touche LLP and Teleflex’s independent
auditors have not audited, reviewed, compiled or performed any
agreed-upon procedures with respect to the financial statements of
Hudson as of and for the three and six months ended June 30, 2004 included
herein. (Exhibit 99.2) |

| (b) |
| --- |
| Introduction to unaudited pro forma condensed combined financial
statements. (Exhibit 99.3) |
| Unaudited pro forma condensed combined balance sheet as of June 27,
2004 and unaudited pro forma condensed combined statements of income
for the year ended December 28, 2003 and six months ended June 27,
2004 giving effect to the Hudson |

PAGEBREAK

Table of Contents

| | Respiratory Care Inc. transaction. The pro forma financial statements
account for the Hudson Respiratory Care Inc. transaction under the
purchase method of accounting. (Exhibit 99.3) |
| --- | --- |
| (c) | Exhibits. |

| 2.1 | Agreement and Plan of Merger, dated as of May 17,
2004, by and among Teleflex Incorporated, TFX Acquisition
Corporation, Freeman Spogli & Co. LLC, FS Equity Partners IV,
L.P., River Holding Corp. and Hudson Respiratory Care Inc. (1) |
| --- | --- |
| 2.2 | First Amendment to Agreement and Plan of Merger,
dated as of July 6, 2004, by and among Teleflex Incorporated,
TFX Acquisition Corporation, Freeman Spogli & Co. LLC, FS
Equity Partners IV, L.P., River Holding Corp. and Hudson
Respiratory Care Inc. (1) |
| 23.1 | Consent of Deloitte & Touche LLP with respect to
Hudson Respiratory Care Inc. |
| 99.1 | The audited financial statements for Hudson
Respiratory Care Inc. and Subsidiaries as of December 31, 2003
and 2002, and the related consolidated statements of
operations and comprehensive operations, stockholders’ deficit
and cash flows for each of the three years in the period ended
December 31, 2003. |
| 99.2 | The unaudited interim financial statements for
Hudson Respiratory Care Inc. and Subsidiaries as of June 30,
2004 and for the three and six
months ended June 30, 2004 and 2003. |
| 99.3 | Introduction to unaudited pro forma condensed
combined financial statements. Unaudited pro forma condensed
combined balance sheet as of June 27, 2004 and unaudited pro
forma condensed combined statements of income for the year
ended December 28, 2003 and six months ended June 27, 2004
giving effect to the Hudson Respiratory Care Inc. transaction.
Notes to unaudited pro forma condensed combined financial
statements. |

(1) Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on July 21, 2004.

PAGEBREAK

Table of Contents

link1 "SIGNATURE"

SIGNATURE

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 hereunto duly authorized.

/s/ JAMES V. AGNELLO
Name:	James V. Agnello
Title:	Controller and Chief Accounting Officer

PAGEBREAK

Table of Contents

EXHIBIT INDEX

| 23.1 | Consent of Deloitte & Touche LLP with respect to Hudson Respiratory
Care Inc. |
| --- | --- |
| 99.1 | The audited financial statements for Hudson Respiratory Care Inc. and
Subsidiaries as of December 31, 2003 and 2002, and the related
consolidated statements of operations and comprehensive operations,
stockholders’ deficit and cash flows for each of the three years in
the period ended December 31, 2003. |
| 99.2 | The unaudited interim financial statements for Hudson Respiratory
Care Inc. and Subsidiaries as of June 30, 2004 and for the three
and six
months ended June 30, 2004 and 2003. |
| 99.3 | Introduction to unaudited pro forma condensed combined financial
statements. Unaudited pro forma condensed combined balance sheet as
of June 27, 2004 and unaudited pro forma condensed combined
statements of income for the year ended December 28, 2003 and six
months ended June 27, 2004 giving effect to the Hudson Respiratory
Care Inc transaction. Notes to unaudited pro forma condensed
combined financial statements. |