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): October 15, 2009
WRIGHT MEDICAL GROUP, INC.
(Exact name of registrant as specified in charter)
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| Delaware
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000-32883
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13-4088127 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification Number) |
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| 5677 Airline Road, Arlington, Tennessee
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38002 |
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(Zip Code) |
Registrant’s telephone number, including area code: (901) 867-9971
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))
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This report amends our current report on Form 8-K filed with the Securities and Exchange
Commission on October 20, 2009, to disclose an estimate for each major type of cost associated with
our restructuring of our operations in Créteil, France. Management has revised its estimate of
total restructuring costs and reflected the lower estimate in this amended Form 8-K.
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| Item 2.05 |
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Costs Associated with Exit or Disposal Activities. |
On October 15, 2009, executive management formally approved plans to change our French distribution
and support model by migrating all relevant French distribution and support functions into our
European organization, based out of our European Headquarters in Amsterdam, The Netherlands and
subsequently close our distribution and finance support office in Créteil, France.
Management estimates the pre-tax restructuring costs related to the closing of our distribution and
finance support office in Créteil, France to be in the range of approximately $3 million to $4
million. These cash and non-cash charges include severance and benefits costs, contract termination
charges, external legal and professional fees, and other costs.
On December 18, 2009, management determined its estimate of restructuring charges by category type,
as follows:
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Severance and other termination benefits are estimated to range from $1.0
million to $1.5 million. |
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Contract termination charges are estimated to range from $1.0 million to $1.5
million. |
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External legal and professional fees are estimated to total approximately
$0.5 million. |
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Other restructuring related costs are estimated to total approximately $0.5
million. |
While we expect that the closure of this facility will be substantially completed by the end of
this year, and while we are working to complete other restructuring-related activities in order to
record the majority of the remaining charges in the fourth quarter of 2009, it is likely that a
portion of the remaining restructuring charges will be recognized in 2010.
This Form 8-K/A contains “forward-looking statements” as defined under U.S. federal securities
laws. These statements reflect management’s current knowledge, assumptions, beliefs, estimates, and
expectations and express management’s current views of future performance, results, and trends and
may be identified by their use of terms such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” and other similar terms.
Forward-looking statements are subject to a number of risks and uncertainties that could cause our
actual results to materially differ from those described in the forward-looking statements. Such
risks and uncertainties include those discussed in our filings with the Securities and Exchange
Commission (including those described in Item 1A of our Annual Report on Form 10-K for the year
ended December 31, 2008, under the heading, “Risk Factors” and our subsequently filed Exchange Act
reports). Readers should not place undue reliance on forward-looking statements. Such statements
are made as of the date of this press release, and we undertake no obligation to update such
statements after this date.
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