false0000096943 0000096943 2020-07-30
2020-07-30
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC
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)
|
July 30, 2020
|
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.)
|
|
|
|
|
|
|
|
550 E. Swedesford Rd., Suite 400
|
Wayne,
|
PA
|
|
19087
|
|
(Address of
Principal Executive Offices)
|
|
(Zip Code)
|
|
|
|
|
|
Registrant’s Telephone Number,
Including Area Code
|
|
(610)
|
225-6800
|
|
|
|
|
Not
applicable
|
|
(Former Name
or Former Address, If Changed Since Last Report)
|
|
|
|
|
|
|
|
Securities registered
pursuant to Section 12(b) of the Act:
|
|
|
Title of each
class
|
Trading
Symbol(s)
|
Name of each exchange on
which registered
|
|
|
|
Common Stock, par value
$1 per share
|
TFX
|
New York Stock
Exchange
|
|
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:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405
of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth
company ☐
f an emerging growth company,
indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act. ☐
Item 2.02.
Results of Operations and Financial Condition.
On July 30, 2020,
Teleflex Incorporated (the “Company”) issued a press release (the
“Press Release”) announcing its financial results for the quarter
ended June 28, 2020. 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 constant currency revenue growth and adjusted diluted
earnings per share. Constant currency revenue growth is based upon
net revenues, adjusted to eliminate the impact of translating the
results of international subsidiaries at different currency
exchange rates from period to period. The impact of changes in
foreign currency may vary significantly from period to period, and
generally are outside of the control of our management. We believe
that this measure facilitates a comparison of our operating
performance exclusive of fluctuations that do not reflect our
underlying performance or business trends. Adjusted diluted
earnings per share is based upon diluted earnings per share
available to common stockholders, the most directly comparable GAAP
measure, adjusted to exclude, depending on the period presented,
the impact (net of tax) of (i) restructuring, restructuring related
and impairment items; (ii) acquisition, integration and divestiture
related items; (iii) other items identified in note (C) to each of
the reconciliation tables set forth in the Press Release; (iv)
certain expenditures associated with the registration of medical
devices under the European Union Medical Device Regulation; (v)
intangible amortization expense; and (vi) tax adjustments.
Management does not believe that any of the excluded items are
indicative of our underlying core performance or business
trends.
Management uses
these non-GAAP financial measures to assess the Company's financial
performance, make operating decisions, allocate financial
resources, provide guidance on possible future results, and assist
in its evaluation of period-to-period and peer comparisons. The
non-GAAP measures may be useful to investors because they provide
insight into management’s assessment of our business, and provide
supplemental information pertinent to a comparison of
period-to-period results of our ongoing operations. The non-GAAP
financial measures are presented in addition to results presented
in accordance with GAAP and should not be relied upon as a
substitute for GAAP financial measures. Moreover, our non-GAAP
financial measures may not be comparable to similarly titled
measures used 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 7.01.
Regulation FD Disclosure.
In connection
with the conference call to be held by the Company on July 30, 2020
to discuss its financial results for the quarter ended June 28,
2020, the Company plans to reference a slide presentation, which
will be made available in advance of the call through the Company’s
website. A copy of the slide presentation is furnished as Exhibit
99.2 to this Current Report.
The information
furnished pursuant to Item 7.01 of this Current Report, including
Exhibit 99.2, 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.
104 The
Cover Page from this Current Report on Form 8-K, formated in Inline
XBRL
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.
|
|
|
|
Date: July 30,
2020
|
TELEFLEX
INCORPORATED
By: /s/
Thomas E. Powell
Name: Thomas E.
Powell
Title: Executive Vice
President and
Chief
Financial Officer
|
EXHIBIT
INDEX
