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): June 14, 2007
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:
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 2.05 Costs Associated with Exit or Disposal Activities.
On June 14, 2007, we issued a press release announcing that, after completing a review of our
worldwide operations, we are planning to close our manufacturing, distribution and administrative
facility located in Toulon, France.
Management continues to estimate that the pre-tax restructuring costs related to the closing of the
Toulon facilities will be in the range of approximately $20 million to $25 million. These charges
include both cash and non-cash items such as asset impairment charges, severance and benefits
costs, external legal and professional fees, and other costs.
On July 31, 2007, we determined to record $7.5 million ($5.0 million net of taxes) of restructuring
charges for the three months ended June 30, 2007. These charges included a $2.8 million impairment
of property, plant and equipment, a $4.0 million liability for legally-required severance
obligations, and $0.7 million for other related costs, including external legal and consulting
fees. As a result of the plans to close the facilities, we performed an evaluation of the
undiscounted future cash flows of the related asset group and recorded the impairment charge for
the difference between the net book value of the assets and their estimated fair values. The
estimated fair value of these assets was determined based upon a third-party appraisal for real
estate and management’s estimated salvage value for machinery and equipment.
The exact timing of the remaining estimated range of restructuring charges, as well as the
remaining estimated cost ranges by category type and the amount of charges that will result in
future cash expenditures, have not been finalized. Meetings with the local staff representatives
must be completed before the total amount of the restructuring expenses, timing and ongoing
benefits of the targeted changes can be definitively known. This process may span several months.
This Form 8-K/A contains “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking 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. Actual results might differ materially from those described in the forward-looking
statements. Forward-looking statements are subject to a number of risks and uncertainties,
including the factors discussed in the Company’s filings with the Securities and Exchange
Commission (including the Company’s annual report on Form 10-K for the year ended December 31,
2006, under the heading, “Risk Factors” and its quarterly reports), which could cause the Company’s
actual results to materially differ from those described in the forward-looking statements.
Although the Company believes that the forward-looking statements are accurate, there can be no
assurance that any forward-looking statement will prove to be accurate. A forward-looking statement
should not be regarded as a representation by the Company that the results described therein will
be achieved. Readers should not place undue reliance on any forward-looking statement. The
forward-looking statements are made as of the date of this Form 8-K/A. The Company assumes no
obligation to update any forward-looking statement after this date.
Item 2.06 Material Impairments.
The information provided in Item 2.05 is incorporated herein by reference.
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