Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
1998 KEY EMPLOYEE INCENTIVE COMPENSATION PLAN
(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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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 1,500,000 $29.00 $43,500,000 $12,832.50
$.25 per share shares
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<PAGE>
</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 1998 Key Employee Incentive Compensation 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 $29.00 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 May
26, 1998.
Item 3. Incorporation of Documents by Reference.
The Company's 1997 Annual Report on Form 10-K for the
year ended December 31, 1997 (Commission File No. 1-8036),
and the Company s Report on Form 10-Q for the quarter ending
March 31, 1998 (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 6. Indemnification of Directors and Officers
The Company maintains a policy of insurance under which
the respective directors and officers (as defined therein)
of the Company are insured subject to specified exclusions
and deductible and retention and maximum amounts against
loss arising from any civil claim or claims which may be
made against any director or officer (as so defined) of the
Company by reason of any breach of duty, neglect, error,
misstatement, misleading statement, omission or act done or
wrongfully attempted or alleged to have been done while
acting in their respective capacities.
Section 8 of Article II of the Bylaws of the Company
provides that a director shall not be personally liable for
monetary damages for any action taken on of after January
27, 1987, or for failure to take any action on or after such
date unless (i) the director has breached or failed to
perform the duties of his office under Section 8363 of the
Pennsylvania Directors Liability Act (Act 145 of 1986, P.L.
<PAGE>
1458), relating to standard of care and justifiable
reliance, and (ii) the breach or failure to perform
constitutes self-dealing, willful misconduct or
recklessness. The provisions of Section 8 of Article II
shall not apply to (i) any criminal statute, or (ii) the
liability of a director for the payment of taxes due to
local, state or federal law.
Article IV of the Bylaws provides that the Company
shall indemnify any person who was or is a party or
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact
that such person is or was a director, officer, employee or
agent of the Company or serving as at the request of the
Company as a director, officer, employee or agent of another
entity. Such indemnification shall be against all expenses,
judgments, fines and amounts paid in settlement of such
proceedings to the extent that such person has not otherwise
been indemnified and the power to give such indemnification
has been granted by statute. For this purpose, the Board
has the power to buy and maintain insurance at the Company s
expense. Payment of expenses may be made to an indemnified
person prior to the final disposition of an action.
The Pennsylvania Directors Liability Act and the
Pennsylvania Business Corporations Law authorize the
indemnification set forth above if the actions of the person
to be indemnified did not constitute willful misconduct or
recklessness or, in the opinion of the Company, self-
dealing. The character of the conduct of the person to be
indemnified shall be determined by members of the Board not
parties to such litigation, independent counsel or the
shareholders of the Company. The obligation of the Company
to indemnify a director, officer, employee or agent under
Article IV constitutes a contract between the Company and
such person, and no modification or repeal of any provision
of Article IV will affect, to the detriment of the director,
officer, employee or agent such obligations of the Company
in connection with a claim based in any act or failure to
act occurring before such modification or repeal.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
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5 Opinion of General Counsel regarding
legality of securities being registered.
<PAGE>
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of General Counsel
(contained in opinion filed as Exhibit 5)
24 Powers of Attorney
</TABLE>
Item 9. Undertakings
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set
forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if
the total dollar value of securities offered
would not exceed that which was registered)
and any deviation from the low or high end of
the estimated maximum offering range may be
reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price
represent no more than a 20% change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(i) and
(a)(ii) above do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in
a post-effective amendment by those paragraphs
is contained in periodic reports filed with or
furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are
<PAGE>
incorporated by reference in the registration
statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration
statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<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 28th day of May, 1998.
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.
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Signature Title Date
<S> <C> <C>
/s/William G. Little
------------------------ Director, Chairman of the
William G. Little Board, President and Chief
Executive Officer (Principal
Executive Officer)
/s/Steven A. Ellers
------------------------ Senior Vice President,
Steven A. Ellers Finance and Administration
(Principal Financial Officer)
/s/ Anna Mae Papso
------------------------ Vice President and
Anna Mae Papso Corporate Controller
(Principal Accounting Officer)
Tenley E. Albright Director
John W. Conway Director
George W. Ebright Director
L. Robert Johnson Director By: /s/John R. Gailey III
---------
William H. Longfield Director John R. Gailey III
Attorney-in-Fact
John P. Neafsey Director [May 28, 1998]
<PAGE>
Monroe E. Trout Director
Anthony Welters Director
J. Roffe Wike, II Director
Geoffrey F. Worden Director
</TABLE>
Powers of attorney authorizing William G. Little and John
R. Gailey III 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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<S> <C> <C>
Page Number of
Exhibit No. Description Registration Statement
5 Opinion of General Counsel 9
----
23(a) Consent of Coopers & Lybrand L.L.P. 10
----
23(b) Consent of Corporate Counsel
(contained in opinion filed as Exhibit 5)
24 Powers of Attorney 11-21
----
</TABLE>
Exhibit 5
May 28, 1998
New York Stock Exchange, Inc.
20 Broad Street
New York, NY 10005
Re: The West Company, Incorporated (the "Company")
1998 Key Employee Incentive Compensation Plan (the "Plan")
Registration Statement on Form S-8 (the "Registration
Statement")
Gentlemen:
This opinion is being delivered in connection with the
preparation of 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
1,500,000 shares (the "Shares") of its Common Stock, par
value $0.25 per share, pursuant to 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-assesable. I hereby
consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ John R. Gailey III
------------------------
John R. Gailey III
JRG/cbd
Exhibit 23 (a)
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 18, 1998, on our audits of the
consolidated financial statements of The West Company,
Incorporated and Subsidiaries as of December 31, 1997 and 1996
and for each of the three fiscal years in the period ended
December 31, 1997, which report is included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.
Coopers & Lybrand L.L.P.
Philadelphia, PA
May 27, 1998
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby authorizes and appoints William G.
Little and John R. Gailey III, and each of them, as her attorneys-in-
fact to sign on her behalf and in her capacity as a director of
The West Company, Incorporated, and to file, the Registration
Statement for the registration of an additional 1,500,000 shares
of Common Stock to be offered and sold pursuant to The West
Company, Incorporated Key Employee Incentive Compensation Plan
and all amendments and supplements thereto.
Date: March 3,1998 /s/ Tenley E. Albright, M.D.
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Tenley E. Albright, M.D.
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby authorizes and appoints William G.
Little and John R. Gailey III, and each of them, as his attorneys-in-
fact to sign on his behalf and in his capacity as a director of
The West Company, Incorporated, and to file, the Registration
Statement for the registration of an additional 1,500,000 shares
of Common Stock to be offered and sold pursuant to The West
Company, Incorporated Key Employee Incentive Compensation Plan
and all amendments and supplements thereto.
Date: /s/ John W. Conway
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John W. Conway
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby authorizes and appoints William G.
Little and John R. Gailey III, and each of them, as his attorneys-in-
fact to sign on his behalf and in his capacity as a director of
The West Company, Incorporated, and to file, the Registration
Statement for the registration of an additional 1,500,000 shares
of Common Stock to be offered and sold pursuant to The West
Company, Incorporated Key Employee Incentive Compensation Plan
and all amendments and supplements thereto.
Date: /s/ George W. Ebright
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George W. Ebright
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby authorizes and appoints William G.
Little and John R. Gailey III, and each of them, as his attorneys-in-
fact to sign on his behalf and in his capacity as a director of
The West Company, Incorporated, and to file, the Registration
Statement for the registration of an additional 1,500,000 shares
of Common Stock to be offered and sold pursuant to The West
Company, Incorporated Key Employee Incentive Compensation Plan
and all amendments and supplements thereto.
Date: March 10,1998 /s/ L. Robert Johnson
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L. Robert Johnson
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby authorizes and appoints William G.
Little and John R. Gailey III, and each of them, as his attorneys-in-
fact to sign on his behalf and in his capacity as a director of
The West Company, Incorporated, and to file, the Registration
Statement for the registration of an additional 1,500,000 shares
of Common Stock to be offered and sold pursuant to The West
Company, Incorporated Key Employee Incentive Compensation Plan
and all amendments and supplements thereto.
Date: /s/ William G. Little
----------- -----------------------------
William G. Little
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby authorizes and appoints William G.
Little and John R. Gailey III, and each of them, as his attorneys-in-
fact to sign on his behalf and in his capacity as a director of
The West Company, Incorporated, and to file, the Registration
Statement for the registration of an additional 1,500,000 shares
of Common Stock to be offered and sold pursuant to The West
Company, Incorporated Key Employee Incentive Compensation Plan
and all amendments and supplements thereto.
Date: March 4,1998 /s/ William H. Longfield
----------- -----------------------------
William H. Longfield
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby authorizes and appoints William G.
Little and John R. Gailey III, and each of them, as his attorneys-in-
fact to sign on his behalf and in his capacity as a director of
The West Company, Incorporated, and to file, the Registration
Statement for the registration of an additional 1,500,000 shares
of Common Stock to be offered and sold pursuant to The West
Company, Incorporated Key Employee Incentive Compensation Plan
and all amendments and supplements thereto.
Date: March 9,1998 /s/ John P. Neafsey
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John P. Neafsey
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby authorizes and appoints William G.
Little and John R. Gailey III, and each of them, as his attorneys-in-
fact to sign on his behalf and in his capacity as a director of
The West Company, Incorporated, and to file, the Registration
Statement for the registration of an additional 1,500,000 shares
of Common Stock to be offered and sold pursuant to The West
Company, Incorporated Key Employee Incentive Compensation Plan
and all amendments and supplements thereto.
Date: March 5,1998 /s/ Monroe E. Trout
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Monroe E. Trout
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby authorizes and appoints William G.
Little and John R. Gailey III, and each of them, as his attorneys-in-
fact to sign on his behalf and in his capacity as a director of
The West Company, Incorporated, and to file, the Registration
Statement for the registration of an additional 1,500,000 shares
of Common Stock to be offered and sold pursuant to The West
Company, Incorporated Key Employee Incentive Compensation Plan
and all amendments and supplements thereto.
Date: March 9,1998 /s/ Anthony Welters
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Anthony Welters
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby authorizes and appoints William G.
Little and John R. Gailey III, and each of them, as his attorneys-in-
fact to sign on his behalf and in his capacity as a director of
The West Company, Incorporated, and to file, the Registration
Statement for the registration of an additional 1,500,000 shares
of Common Stock to be offered and sold pursuant to The West
Company, Incorporated Key Employee Incentive Compensation Plan
and all amendments and supplements thereto.
Date: March 10,1998 /s/ J. Roffe Wike, II
----------- -----------------------------
J. Roffe Wike, II
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby authorizes and appoints William G.
Little and John R. Gailey III, and each of them, as his attorneys-in-
fact to sign on his behalf and in his capacity as a director of
The West Company, Incorporated, and to file, the Registration
Statement for the registration of an additional 1,500,000 shares
of Common Stock to be offered and sold pursuant to The West
Company, Incorporated Key Employee Incentive Compensation Plan
and all amendments and supplements thereto.
Date: March 9,1998 /s/ Geoffrey F. Worden
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Geoffrey F. Worden
