Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________________
WEST PHARMACEUTICAL SERVICES, INC.
(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)
WEST PHARMACEUTICAL SERVICES, INC.
1999 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
West Pharmaceutical Services, Inc.
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
Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price per offering registration
registered (1) share (2) price (2) fee
------------------------------------------------------------------
Common Stock,
par value
$.25 per 125,000
per share shares $32.81 $4,101,250 $1,140.15
-----------------------------------------------------------------
(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 1999 Non-Qualified
Stock Option Plan for Non-Employee Directors.
(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 $32.81 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 17, 1999.
Item 3. Incorporation of Documents by Reference.
The Company's 1998 Annual Report on Form 10-K for the year
ended December 31, 1998 (Commission File No. 1-8036), and the
Company's Report on Form 10-Q for the quarter ending March 31,
1999 (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. 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
5 Opinion of General Counsel regarding
legality of securities being registered.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of General Counsel
(contained in opinion filed as Exhibit 5)
24 Powers of Attorney
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 and 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
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies 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 18th day of May, 1999.
WEST PHARMACEUTICAL SERVICES, INC.
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.
Signature Title Date
Chairman and
------------------- Chief Executive Officer
William G. Little (Principal Executive Officer May 18, 1999
Senior Vice President, and
------------------- Chief Financial Officer
Steven A. Ellers (Principal Financial Officer) May 18, 1999
Vice President and
-------------------- Corporate Controller
Anna Mae Papso (Principal Accounting Officer) May 18, 1999
/s/ Tenley E. Albright Director
/s/ John W. Conway Director
/s/ George W. Ebright Director
/s/ L. Robert Johnson Director By:
________________
/s/ William H.Longfield Director John R. Gailey III
Attorney-in-Fact
/s/ John P. Neafsey Director May 18, 1999
/s/ Anthony Welters Director
/s/ J. Roffe Wike, II Director
/s/ Geoffrey F. Worden Director
Powers of attorney authorizing 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.
Exhibit Index
Page
Number of
Exhibit No. Description Registration
Statement
5 Opinion of General Counsel 7
23(a) Consent of PricewaterhouseCoopers LLP 8
23(b) Consent of Corporate Counsel
(contained in opinion filed as Exhibit 5)
24 Powers of Attorney 9 - 17
May 18, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: West Pharmaceutical Services, Inc. (the "Company")
1999 Non-Qualified Stock Option Plan for Non-Employee Directors
(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
1933, as amended, relating to the offering of up to 125,000
shares (the Shares ) of the Company s common stock, par value
$0.25 per share, issuable upon exercise of options granted under
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-assessable. I hereby consent to the
filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
John R. Gailey III
General Counsel
JRG/gmr
Exhibit 23 (a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of West Pharmaceutical
Services, Inc. of our report dated February 26, 1999
relating to the financial statements, which appear in the
1998 Annual Report to Shareholders of West Pharmaceutical
Services, Inc.which is incorporated in West Pharmaceutical
Services, Inc. Annual Report on Form 10K for the
year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Philadelphia, PA
May 19, 1999
POWER OF ATTORNEY
-------------------
The undersigned hereby authorized 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 West Pharmaceutical Services, Inc., and to file, the
Registration Statement for the registration of an additional
125,000 shares of Common Stock to be offered and sold pursuant to
West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock
Option Plan for Non-Employee Directors and all amendments,
exhibits and supplements thereto.
Date: 3/6/99 /s/ Tenley E. Albright
--------------------------
Tenley E. Albright M.D.
POWER OF ATTORNEY
-------------------
The undersigned hereby authorized 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 West Pharmaceutical Services, Inc., and to file, the
Registration Statement for the registration of an additional
125,000 shares of Common Stock to be offered and sold pursuant to
West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock
Option Plan for Non-Employee Directors and all amendments,
exhibits and supplements thereto.
Date: 3/6/99 /s/ John W. Conway
--------------------------
John W. Conway M.D.
POWER OF ATTORNEY
-------------------
The undersigned hereby authorized 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 West Pharmaceutical Services, Inc., and to file, the
Registration Statement for the registration of an additional
125,000 shares of Common Stock to be offered and sold pursuant to
West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock
Option Plan for Non-Employee Directors and all amendments,
exhibits and supplements thereto.
Date: 3/6/99 /s/ George W. Ebright
--------------------------
George W. Ebright
POWER OF ATTORNEY
-------------------
The undersigned hereby authorized 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 West Pharmaceutical Services, Inc., and to file, the
Registration Statement for the registration of an additional
125,000 shares of Common Stock to be offered and sold pursuant to
West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock
Option Plan for Non-Employee Directors and all amendments,
exhibits and supplements thereto.
Date: 3/6/99 /s/ L. Robert Johnson
--------------------------
L. Robert Johnson
POWER OF ATTORNEY
-------------------
The undersigned hereby authorized 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 West Pharmaceutical Services, Inc., and to file, the
Registration Statement for the registration of an additional
125,000 shares of Common Stock to be offered and sold pursuant to
West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock
Option Plan for Non-Employee Directors and all amendments,
exhibits and supplements thereto.
Date: 3/6/99 /s/ William H. Longfield
--------------------------
William H. Longfield
POWER OF ATTORNEY
-------------------
The undersigned hereby authorized 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 West Pharmaceutical Services, Inc., and to file, the
Registration Statement for the registration of an additional
125,000 shares of Common Stock to be offered and sold pursuant to
West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock
Option Plan for Non-Employee Directors and all amendments,
exhibits and supplements thereto.
Date: 3/6/99 /s/ John P. Neafsey
--------------------------
John P. Neafsey
POWER OF ATTORNEY
-------------------
The undersigned hereby authorized 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 West Pharmaceutical Services, Inc., and to file, the
Registration Statement for the registration of an additional
125,000 shares of Common Stock to be offered and sold pursuant to
West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock
Option Plan for Non-Employee Directors and all amendments,
exhibits and supplements thereto.
Date: 3/6/99 /s/ Anthony Welters
--------------------------
Anthony Welters
POWER OF ATTORNEY
-------------------
The undersigned hereby authorized 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 West Pharmaceutical Services, Inc., and to file, the
Registration Statement for the registration of an additional
125,000 shares of Common Stock to be offered and sold pursuant to
West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock
Option Plan for Non-Employee Directors and all amendments,
exhibits and supplements thereto.
Date: 3/6/99 /s/ J. Roffe Wike, II
--------------------------
J. Roffe Wike, II
POWER OF ATTORNEY
-------------------
The undersigned hereby authorized 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 West Pharmaceutical Services, Inc., and to file, the
Registration Statement for the registration of an additional
125,000 shares of Common Stock to be offered and sold pursuant to
West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock
Option Plan for Non-Employee Directors and all amendments,
exhibits and supplements thereto.
Date: 3/6/99 /s/ Geoffrey F. Worden
--------------------------
Geoffrey F. Worden
