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 31, 2008
ALIGN
TECHNOLOGY, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of
Incorporation)
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0-32259
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94-3267295
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(Commission
File Number)
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(IRS
Employer Identification No.)
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881
Martin Avenue, Santa Clara, California
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95050
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(408)
470-1000
(Registrant’s
Telephone Number, Including Area Code)
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 (see
General
Instruction A.2. below):
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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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ITEM
2.05 Costs
Associated with Exit or Disposal Activities
On
July
31, 2008, as part of ongoing efforts to reduce its overall company spending
and
slow headcount growth while allowing it to continue critical investments in
new
products and strategic initiatives, Align Technology, Inc. (“Align”) announced a
reduction in full time headcount of 38 persons and the implementation of
discretionary spending cuts. Align expects these efforts will have the effect
of
reducing expenses by $5 to $6 million over the second half of 2008.
Additionally, Align announced the phased-consolidation of order acquisition
operations from its corporate headquarters in Santa Clara, California to Juarez,
Mexico (the “Consolidation”). As part of the Consolidation, Align notified
approximately 29 employees in the order acquisition group located in Santa
Clara, California that their positions would be eliminated by the end of 2008.
Align expects the Consolidation to result in annualized savings of approximately
$1.0 to $1.5 million in 2009.
Align
expects to incur approximately $2.6 million in expenses related to retention,
severance and other costs associated with the termination of employees. Align
expects to incur approximately $2.2 million in the third quarter of 2008 and
the
remaining $400,000 in the fourth quarter of 2008.
Forward-Looking
Statements
This
report contains forward-looking statements, including statements regarding
Align’s expectations regarding the anticipated amount of the cost savings, the
expected amount of and timing of the charges to be incurred in connection with
these measures and the anticipated timing of the relocation of order
acquisition. Forward-looking statements contained in this report relating to
expectations about future events or results are based upon information available
to Align as of the date hereof. Readers are cautioned that these forward-looking
statements are only predictions and are subject to risks, uncertainties and
assumptions that are difficult to predict. As a result, actual results may
differ materially and adversely from those expressed in any forward-looking
statement. Factors that might cause such a difference include, but are not
limited to, lower than anticipated reductions in headcount or expenses in
connection with the relocation, a delay in the implementation of the relocation
and greater than anticipated costs resulting from the relocation;. These and
other risks are detailed from time to time in Align’s periodic reports filed
with the Securities and Exchange Commission, including, but not limited to,
its
Annual Report on Form 10-K for the fiscal year ended December 31, 2007, which
was filed with the Securities and Exchange Commission on February 26, 2008.
Align undertakes no obligation to revise or update publicly any forward-looking
statements for any reason.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ALIGN
TECHNOLOGY,
INC. |
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| Dated:
August 7, 2008 |
By: |
/s/ Roger
E.
George |
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Roger
E. George |
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Vice
President Corporate & Legal Affairs, General Counsel & Corporate
Secretary |