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): October 25, 2011
TELEFLEX INCORPORATED
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
1-5353
|
|
23-1147939 |
| |
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(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:
| 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 2.02. Results of Operations and Financial Condition.
On October 25, 2011, Teleflex Incorporated (the “Company”) issued a press release (the “Press
Release”) announcing its financial results for the quarter ended September 25, 2011. A copy of the
Press Release is furnished as Exhibit 99.1 to this Current Report.
In addition to the financial information included in the Press Release that has been prepared
in accordance with generally accepted accounting principles in the United States (“GAAP”), the
Press Release includes certain non-GAAP financial measures. These measures include (i) adjusted
diluted earnings per share, which excludes the effect of charges associated with our restructuring
programs and asset impairments, losses and other charges related to refinancing transactions, costs
associated with severance payments and benefits to be provided to our former chief executive
officer, intangible amortization expense and the amortization of debt discount on convertible
notes; (ii) constant currency revenue and growth, which exclude the impact of translating the
results of international subsidiaries at different currency exchange rates from period to period;
and (iii) cash flow from operations, excluding the impact of the adoption of an amendment to
Financial Accounting Standards Board Accounting Standards Codificiation topic 860 “Transfers and
Servicing.” Consistent with past practice, adjusted diluted earnings per share has not been
adjusted to exclude the benefit resulting from the forfeiture of equity awards. The Press Release
includes a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP
financial measures.
Management believes that these non-GAAP financial measures provide useful information to
investors to facilitate the comparison of past and present operations, excluding items that the
Company does not believe are indicative of our ongoing operations. In addition, management uses
these financial measures for internal managerial purposes, when publicly providing guidance on
possible future results and to assist in our evaluation of period-to-period comparisons. However,
such non-GAAP measures should be considered in addition to, not as a substitute for, or superior to
other financial measures prepared in accordance with GAAP. Additionally, such non-GAAP financial
measures as presented by the Company may not be comparable to similarly titled measures reported by
other companies.
The information furnished pursuant to Item 2.02 of this Current Report, including Exhibit 99.1
hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be
incorporated by reference into future filings by the Company under the Securities Act of 1933, as
amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly
sets forth in such future filing that such information is to be considered “filed” or incorporated
by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| |
|
|
|
|
| |
99.1 |
|
|
Press Release, dated October 25, 2011 |