Pursuant to Rule 424(b)(3)
File No. 333-142400
SECOND SUPPLEMENT TO PROSPECTUS
DATED JUNE 7, 2007
GREATBATCH, INC.
$197,782,000 2 1/4% CONVERTIBLE SUBORDINATED DEBENTURES
DUE 2013 AND SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION THEREOF
-------------------------------
The Prospectus, dated June 7, 2007, as amended by the Supplement to the
Prospectus dated July 12, 2007 is hereby further supplemented as follows to
restate, in its entirety, the "Selling Securityholders" section on pages 45-48
of the Prospectus.
The date of this Second Prospectus Supplement is July 20, 2007.
S-1
SELLING SECURITYHOLDERS
We issued the debentures to certain holders of the 2003 debentures, and
additional purchasers in a private placement. Holders of the 2003 debentures
exchanged $117,782,000 of the 2003 debentures for an equivalent principal amount
of the debentures, and holders of the 2003 debentures and additional purchasers
purchased $80,000,000 aggregate principal amount of debentures. We issued the
debentures on March 28, 2007 and April 2, 2007, to persons believed to be
"qualified institutional purchasers" under Rule 144A promulgated under the
Securities Act, or "accredited investors" under Regulation D promulgated
pursuant to the Securities Act in transactions exempt from the registration
requirements of the Securities Act. Selling securityholders, including their
transferees, pledgees, donees and successors, may from time to time offer and
sell pursuant to this prospectus any or all of the debentures and shares of
common stock into which the debentures are convertible pursuant to this
prospectus or any applicable prospectus supplement.
The table below sets forth the name of each selling securityholder, the
principal amount of debentures and shares of common stock beneficially owned by
each selling securityholder and the number of shares of common stock issuable
upon conversion of those debentures that may be offered from time to time under
this prospectus by the selling securityholders named in the table.
We have prepared the table below based on information given to us by those
selling securityholders who have supplied us with this information and we have
not sought to verify such information. We expect that we will update this table
as we receive more information from holders of the debentures who have not yet
provided us with their information. We will supplement or amend this prospectus
to include additional selling securityholders upon request and upon provision of
all required information to us. Information concerning the selling
securityholders may change from time to time and any changed information will be
set forth in supplements to this prospectus if and when necessary.
Because the selling securityholders may offer all or some portion of the
debentures and shares of common stock into which the debentures are convertible
listed below, we have assumed for purposes of this table that the selling
securityholders will sell all of the shares of common stock offered by this
prospectus pursuant to this prospectus. Accordingly, we cannot estimate the
amounts of debentures or shares of common stock that will be held by the selling
securityholders following the consummation of any such sales. In addition, the
selling securityholders listed in the table below may have acquired, sold or
transferred, in transactions exempt from the registration requirements of the
Securities Act, some or all of their debentures since the date on which they
provided to us the information presented in the table.
The number of shares of common stock issuable upon conversion of the
debentures shown in the table below assumes conversion of the full amount of
debentures held by each selling securityholder. The percentage of debentures
outstanding beneficially owned by each selling securityholder is based on
$197,782,000 aggregate principal amount of debentures outstanding. The number of
shares of common stock beneficially owned prior to the offering includes shares
of common stock into which the debentures may be convertible. The number of
shares of common stock that may be offered is based on a conversion rate of
28.8219 per $1,000 principal amount of debentures and a cash payment in lieu of
any fractional share. The percentage of common stock outstanding beneficially
owned and that may be offered by each selling securityholder is based on
22,414,920 shares of common stock outstanding on June 4, 2007. In addition, the
conversion rate and, therefore, the number of shares of common stock issuable
upon conversion of the debentures is subject to adjustment under certain
circumstances. Accordingly, the aggregate principal amount of debentures and the
number of shares of common stock into which the debentures are convertible may
increase or decrease.
Based upon information provided by the selling securityholders, none of the
selling securityholders nor any of their affiliates, officers, directors or
principal equity holders has held any position or office or has had any material
relationship with us within the past three years.
S-2
Common Stock Owned
Upon Completion
of the Offering
Name of Beneficial Owner Principal Percentage Shares of Conversion Number Percentage
Amount of of Common Shares of of
Debentures Debentures Stock Common Shares
Beneficially Outstanding Owned Stock
Owned and Prior to Offered
Offered (1) the
Offering
(2)
CNH CA Master Account, L.P. $32,800,000 16.6% 104,883 945,358 104,883 *
Oz Special Funding (OZMD), L.P. $14,823,000 7.5% - 427,227 - *
Highbridge International LLC $14,500,000 7.3% - 417,917 - *
Tenor Opportunity Master Fund, Ltd. $14,100,000 7.1% - 406,388 - *
Peoples Benefit Life Insurance
Company Teamsters $9,000,000 4.6% - 259,397 - *
Vanguard Convertible Securities Fund, Inc. $8,285,000 4.2% - 238,789 - *
Argentum Multi-Strategy Fund Ltd. - Classic $7,210,000 3.6% - 207,805 - *
Argent Classic Convertible Arbitrage Fund Ltd. $7,210,000 3.6% - 207,805 - *
Argent LowLev Convertible Arbitrage Fund Ltd. $7,210,000 3.6% - 207,805 - *
Redbourn Partners Ltd. $7,000,000 3.5% - 201,753 - *
RCG Latitude Master Fund, Ltd. $6,120,000 3.1% - 176,390 - *
TQA Master Fund Ltd. $5,988,000 3.0% - 172,585 - *
CSS, LLC $5,500,000 2.8% - 158,520 - *
Piper Jaffray & Co. $5,000,000 2.5% - 144,109 - *
Fore Convertible Master Fund, Ltd. $4,621,000 2.3% - 133,185 - *
Virginia Retirement System $4,560,000 2.3% - 131,427 - *
Chrysler Corporation Master Retirement Trust $4,540,000 2.3% - 130,851 - *
Highbridge Convertible
Arbitrage Master Fund Ltd. $3,500,000 1.8% - 100,876 - *
RCG PB, Ltd. $3,450,000 1.7% - 99,435 - *
Jefferies and Company, Inc. $3,222,000 1.6% - 92,864 - *
Bank of America Pension Plan $3,000,000 1.5% - 86,465 - *
Yield Strategies Fund I, L.P. $3,000,000 1.5% - 86,465 - *
National Bank of Canada - Tenor $2,900,000 1.5% - 83,583 - *
TQA Master Plus Fund Ltd. $2,689,000 1.4% - 77,502 - *
Delaware Public Employees Retirement System $2,555,000 1.3% - 73,639 - *
National Railroad Retirement Investment Trust $2,455,000 1.2% - 70,757 - *
Qwest Pension Trust $1,910,000 1.0% - 55,049 - *
Daimler Chrysler Corp. Emp #1
Pension Plan, dtd 4/1/89 $1,923,000 1.0% - 55,424 - *
S-3
Zurich Institutional Benchmarks
Master Fund $1,545,000 * - 44,529 - *
OCM Convertible Trust $1,445,000 * - 41,647 - *
Argent Classic Convertible Arbitrage Fund L.P. $1,330,000 * - 38,333 - *
BP Amoco PLC Master Trust $1,284,000 * - 37,007 - *
Rampart Convertible Arbitrage Investors, LLC (I) $1,200,000 * - 34,586 - *
Harvest Master Enhanced Ltd. $1,172,000 * - 33,779 - *
ACE Tempest Reinsurance Ltd. $1,015,000 - 29,254 - *
McMahan Securities Co. L.P. $964,000 * - 27,784 - *
Argent Classic Convertible Arbitrage Fund II, L.P. $910,000 * - 26,227 - *
F.M. Kirby Foundation, Inc. $790,000 * - 22,769 - *
Delta Airlines Master Trust - CV $780,000 * - 22,481 - *
Partner Reinsurance Company Ltd. $780,000 * - 22,481 *
LDG Limited $733,000 * - 21,126 - *
Florida Power and Light Group
Inc. Employee Pension Plan $743,000 * - 21,414 - *
Harvest Offshore Investors Ltd. $703,000 * - 20,261 - *
UnumProvident Corporation $655,000 * - 18,878 - *
OCM Global Convertible Securities Fund $575,000 * - 16,572 - *
Delta Pilots Disability & Survivorship Trust - CV $550,000 * - 15,852 - *
Xavex Convertible Arbitrage 10 Fund $480,000 * - 13,834 - *
Microsoft Capital Group, L.P. $455,000 * - 13,113 - *
Class C Trading Company, Ltd. $440,000 * - 12,681 - *
International Truck & Engine Corporation Non-
Contributory Retirement Plan Trust $440,000 * - 12,681 - *
United Technologies Corporation Master Retirement
Trust $437,000 * - 12,595 - *
Xavex Convertible Arbitrage 5 $430,000 * - 12,393 - *
Constans Healthcare Convertible Arbitrage Fund $400,000 * - 11,528 - *
Trust for the Defined Benefit Plans of ICI American
Holdings, Inc. $395,000 * - 11,384 - *
Fore ERISA Fund, Ltd. $379,000 * - 10,923 - *
CASAM Argent Classic Convertible Arbitrage Fund
Limited $355,000 * - 10,231 - *
Harvest Capital L.P. $347,000 * - 10,001 - *
Rampart Enhanced Convertible
Investors, LLC $334,000 * - 9,626 - *
S-4
Qwest Occupational Health Trust $310,000 * - 8,934 - *
Rampart Convertible Arbitrage Investors, LLC (II) $300,000 * - 8,646 - *
International Truck & Engine Corporation Retiree
Health Benefit Trust $265,000 * - 7,637 - *
International Truck & Engine Corporation Retirement
Plan for Salaried Employees Trust $240,000 * - 6,917 - *
PBGC Maintenance $215,000 * - 6,196 - *
Partners Group Alternative Strategies PCC LTD $210,000 * - 6,052 - *
Xavex Convertible Arbitrage 2 Fund $200,000 * - 5,764 - *
Goldman Sachs & Co. Profit Sharing Master Trust $177,000 * - 5,101 - *
Hotel Union & Hotel Industry of Hawaii Pension Plan
Master Trust $176,000 * - 5,072 - *
Lyxor Master Fund Ref: Argent/LowLev CB c/o Argent $170,000 * - 4,899 - *
Veritas Credit Opportunities Fund LLC $130,000 * - 3,746 - *
HFR CA Global Select Master Trust Account $120,000 * - 3,458 - *
Absolute Strategies Fund $105,000 * - 3,026 - *
Veritas Credit Opportunities Fund Ltd. $75,000 * - 2,161 - *
Viacom Inc Pension Plan Master Trust $64,000 * - 1,844 - *
Franklin and Marshall College $45,000 * - 1,296 - *
Argent LowLev Convertible Arbitrage Fund II, LLC $30,000 * - 864 - *
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*Less than 1%
(1) The aggregate principal amount held by selling securityholders in this
prospectus is more than $197,782,000 because some of the selling securityholders
may have transferred debentures pursuant to Rule 144A or otherwise reduced their
positions prior to selling pursuant to the registration statement of which this
prospectus is a part. The maximum aggregate principal amount of debentures that
may be sold under this prospectus will not exceed $197,782,000.
(2) Shares in this column do not include the shares of common stock issuable
upon conversion of the debentures listed in the column to the right.
S-5