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): July 31, 2020
LivaNova PLC
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices)
+44 20 33250660
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name on each exchange on which registered | ||||||
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 | ||||||||
If 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 8.01 Other Events
On July 31, 2020, the Italian Revenue Agency accepted, by default, LivaNova’s (the “Company”) application to settle its outstanding tax litigation in Italy, which will result in a benefit of €5.4 million in Q3 2020 versus the previously recognized reserve for an uncertain tax position of €15.5 million (approximately $17.4 million as of June 30, 2020). As most recently disclosed in our second quarter Form 10-Q on July 29, 2020, we filed an application in 2019 to settle this litigation which was initiated in 2009 and paid the required settlement balance of €1.9 million (approximately $2.1 million as of June 30, 2020). The Italian Revenue Agency had until July 31, 2020, to notify the Company of its rejection of the application for settlement. As no denial was received, the Company can consider this long-standing litigation extinguished.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements included herein due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of the business of LivaNova PLC. More detailed information about these factors may be found in the filings made by LivaNova PLC with the Securities and Exchange Commission, including in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2019, and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. LivaNova PLC is not under any obligation, and expressly disclaims any such obligation, to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
2
SIGNATURE
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.
| LivaNova PLC | |||||
| Date: August 6, 2020 | By:/s/ Keyna Skeffington | ||||
| Name: Keyna Skeffington | |||||
| Title: Senior Vice President & General Counsel | |||||
3