<PAGE> Registration No. 33
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________________
THE WEST COMPANY, INCORPORATED
(Exact name of issuer as specified in its charter)
Pennsylvania 23-1210010
(State of Incorporation) (I.R.S. Employer Identification No.)
101 Gordon Drive
Lionville, Pennsylvania 19341
(Address of Principal Executive Offices) (Zip Code)
THE WEST COMPANY, INCORPORATED
1992 NON-QUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
John R. Gailey III, Esquire
Vice President, General Counsel and Secretary
The West Company, Incorporated
101 Gordon Drive
Lionville, Pennsylvania 19341
(Name and address of agent for service)
(610) 594-3319
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price per offering registration
aggregate (1) share (2) price (2) fee
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Common Stock,
par value 100,000 $26.0625 $2,606,250 $898.71
$.25 per share shares
</TABLE>
(1) This Registration Statement also registers such additional
indeterminate number of shares of Common Stock or other
securities as may become issuable by reason of the anti-
dilution adjustment provisions of the Plan.
(2) Estimated solely for purposes of determining the
registration fee in accordance with Rule 457(h) under the
Securities Act of 1933 on the basis of $26.0625 per share,
the average of the high and low prices of the Company's
Common Stock as reported in the consolidated reporting
system of the New York Stock Exchange on September 13, 1996.
<PAGE>
Incorporation of Previously Filed Registration Statement by
Reference
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The shares of Common Stock being registered hereby will be
offered and sold pursuant to the terms of The West Company,
Incorporated 1992 Non-Qualified Stock Option Plan for Non-
Employee Directors (the "Plan"). A Registration Statement on
Form S-8 (No. 33-61074) relating to the Plan has been filed with
the Commission and is currently effective. The contents of such
Registration Statements are incorporated herein by reference.
Item 3. Incorporation of Documents by Reference.
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The Company's 1995 Annual Report on Form 10-K for the year
ended December 31, 1995 (Commission File No. 1-8036), the
Company's Report on Form 10-Q for the quarter ending March 31,
1996 (Commission File No. 1-8036) and the Company's Report on
Form 10-Q for the quarter ending June 30, 1996 (Commission File
No. 1-8036) have been filed with the Securities and Exchange
Commission and are incorporated herein by reference.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents.
Item 8. Exhibits.
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The following exhibits are filed herewith:
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<S> <C>
Exhibit No. Description
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5 Opinion of General Counsel regarding
legality of securities being registered.
23(a) Consent of Coopers & Lybrand
23(b) Consent of General Counsel
(contained in opinion filed as Exhibit 5)
24 Powers of Attorney
</TABLE>
<PAGE> SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certified that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in Lionville, Township of Uwchlan, Commonwealth
of Pennsylvania, on the 16th day of September, 1996.
THE WEST COMPANY, INCORPORATED
/s/ JOHN R. GAILEY III
-----------------------------------------
John R. Gailey III
Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ William G. Little Director, Chairman of the Board September 16, 1996
---------------------------- President and Chief Executive
William G. Little Officer (Principal Executive Officer)
/s/ Anna Mae Papso Corporate Vice President September 16, 1996
---------------------------- Accounting Services (Principal
Anna Mae Papso Financial Officer and Principal
Accounting Officer)
/s/ Tenley E. Albright Director
----------------------------
Tenley E. Albright
/s/ George W. Ebright Director
----------------------------
George W. Ebright
/s/ George J. Hauptfuhrer, Jr. Director
----------------------------
<PAGE>
George J. Hauptfuhrer, Jr.
/s/ William H. Longfield Director By:/s/WILLIAM G.LITTLE
----------------------------- ---------------------
William G. Little
William H. Longfield Attorney-in-Fact
September 16, 1996
/s/ John P. Neafsey Director
-----------------------------
John P. Neafsey
/s/ Monroe E. Trout
----------------------------- Director
Monroe E. Trout
/s/ J. Roffe Wike, II Director
-----------------------------
J. Roffe Wike, II
/s/ Geoffrey F. Worden Director
-----------------------------
Geoffrey F. Worden
</TABLE>
Powers of attorney authorizing William G. Little
to execute this Registration Statement, and amendments
thereto, for each of the directors of Registrant on whose
behalf this Registration Statement is filed, have been
executed and filed in Exhibit 24 to this Registration
Statement.
<PAGE>
Exhibit Index
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<TABLE>
<CAPTION>
<S> <C> <C>
Page Number of
Exhibit No. Description Registration Statement
----------- ----------- --------------------
5 Opinion of General Counsel 6
23(a) Consent of Coopers & Lybrand 8
23(b) Consent of Corporate Counsel
(contained in opinion filed
as Exhibit 5)
24 Powers of Attorney 10 - 17
</TABLE>
<PAGE>
September 16, 1996
The West Company, Incorporated
101 Gordon Drive
Lionville, PA 19341
Re: 1992 Non-Qualified Stock Option Plan for
Non-Employee Directors, Form S-8 Registration Statement
-------------------------------------------------------
Gentlemen:
This opinion is being delivered in connection with the
preparation of a Registration Statement on Form S-8 (the
Registration Statement ) being filed with the Securities and
Exchange Commission under the Securities Act of 1993, as amended,
relating to the offering of up to 100,000 shares (the Shares )
of its Common Stock, par value $0.25 per share, pursuant to the
Company's 1992 Non-Qualified Stock Option Plan for Non-Employee
Directors (the Plan ).
I have examined the Plan and such corporate records and
other documents and matters as I have considered appropriate to
enable me to give this opinion. Based on the foregoing, it is my
opinion that the Shares have been duly authorized and, when
issued and sold in accordance with the Plan, will be validly
issued, fully paid and non-accessible. I hereby consent to the
filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
John R. Gailey III
Vice President, General Counsel
and Secretary
JRG/cbd
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of The West Company, Incorporated on this Form S-8 of
our report dated February 23, 1996, on our audits of the
consolidated financial statements of The West Company,
Incorporated and Subsidiaries as of December 31, 1995 and 1994
and for the years ended December 31, 1995, 1994 and 1993, which
report is included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1995.
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
September 17, 1996
POWER OF ATTORNEY
------------------
The undersigned hereby authorizes and appoints William G.
Little and Raymond J. Land, and each of them, as his/her
attorneys-in-fact to sign on his/her behalf and in his/her
capacity as a director of The West Company, Incorporated, and to
file, the Registration Statement for the registration of an
additional 100,000 shares of Common Stock to be offered and sold
pursuant to The West Company, Incorporated 1992 Non-Qualified
Stock Option Plan and all amendments, exhibits and supplements
thereto.
Date: March 9, 1996 /s/ Tenley E. Albright
------------- -------------------------
Tenely E. Albright
Director
POWER OF ATTORNEY
------------------
The undersigned hereby authorizes and appoints William G.
Little and Raymond J. Land, and each of them, as his/her
attorneys-in-fact to sign on his/her behalf and in his/her
capacity as a director of The West Company, Incorporated, and to
file, the Registration Statement for the registration of an
additional 100,000 shares of Common Stock to be offered and sold
pursuant to The West Company, Incorporated 1992 Non-Qualified
Stock Option Plan and all amendments, exhibits and supplements
thereto.
Date: March 9, 1996 /s/ George W. Ebright
------------- -------------------------
George W. Ebright
Director
POWER OF ATTORNEY
------------------
The undersigned hereby authorizes and appoints William G.
Little and Raymond J. Land, and each of them, as his/her
attorneys-in-fact to sign on his/her behalf and in his/her
capacity as a director of The West Company, Incorporated, and to
file, the Registration Statement for the registration of an
additional 100,000 shares of Common Stock to be offered and sold
pursuant to The West Company, Incorporated 1992 Non-Qualified
Stock Option Plan and all amendments, exhibits and supplements
thereto.
Date: March 9, 1996 /s/ George J.Hauptfuhrer,Jr.
------------- ------------------------------
George J. Hauptfuhrer, Jr.
Director
POWER OF ATTORNEY
------------------
The undersigned hereby authorizes and appoints William G.
Little and Raymond J. Land, and each of them, as his/her
attorneys-in-fact to sign on his/her behalf and in his/her
capacity as a director of The West Company, Incorporated, and to
file, the Registration Statement for the registration of an
additional 100,000 shares of Common Stock to be offered and sold
pursuant to The West Company, Incorporated 1992 Non-Qualified
Stock Option Plan and all amendments, exhibits and supplements
thereto.
Date: March 9, 1996 /s/ William H. Longfield
------------- -------------------------
William H. Longfield
Director
POWER OF ATTORNEY
------------------
The undersigned hereby authorizes and appoints William G.
Little and Raymond J. Land, and each of them, as his/her
attorneys-in-fact to sign on his/her behalf and in his/her
capacity as a director of The West Company, Incorporated, and to
file, the Registration Statement for the registration of an
additional 100,000 shares of Common Stock to be offered and sold
pursuant to The West Company, Incorporated 1992 Non-Qualified
Stock Option Plan and all amendments, exhibits and supplements
thereto.
Date: March 9, 1996 /s/ John P. Neafsey
------------- -------------------------
John P. Neafsey
Director
POWER OF ATTORNEY
------------------
The undersigned hereby authorizes and appoints William G.
Little and Raymond J. Land, and each of them, as his/her
attorneys-in-fact to sign on his/her behalf and in his/her
capacity as a director of The West Company, Incorporated, and to
file, the Registration Statement for the registration of an
additional 100,000 shares of Common Stock to be offered and sold
pursuant to The West Company, Incorporated 1992 Non-Qualified
Stock Option Plan and all amendments, exhibits and supplements
thereto.
Date: March 9, 1996 /s/ Monroe E. Trout
------------- -------------------------
Monroe E. Trout
Director
POWER OF ATTORNEY
------------------
The undersigned hereby authorizes and appoints William G.
Little and Raymond J. Land, and each of them, as his/her
attorneys-in-fact to sign on his/her behalf and in his/her
capacity as a director of The West Company, Incorporated, and to
file, the Registration Statement for the registration of an
additional 100,000 shares of Common Stock to be offered and sold
pursuant to The West Company, Incorporated 1992 Non-Qualified
Stock Option Plan and all amendments, exhibits and supplements
thereto.
Date: March 9, 1996 /s/ J. Roffe Wike, II
------------- -------------------------
J. Roffe Wike, II
Director
POWER OF ATTORNEY
------------------
The undersigned hereby authorizes and appoints William G.
Little and Raymond J. Land, and each of them, as his/her
attorneys-in-fact to sign on his/her behalf and in his/her
capacity as a director of The West Company, Incorporated, and to
file, the Registration Statement for the registration of an
additional 100,000 shares of Common Stock to be offered and sold
pursuant to The West Company, Incorporated 1992 Non-Qualified
Stock Option Plan and all amendments, exhibits and supplements
thereto.
Date: March 9, 1996 /s/ Geoffrey F. Worden
------------- -------------------------
Geoffrey F. Worden
Director
