Registration No. 333-_______
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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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TELEDYNE TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 25-1843385
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2049 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067-3101
(Address of principal executive offices) (Zip Code)
TELEDYNE TECHNOLOGIES INCORPORATED
1999 INCENTIVE PLAN
(Full title of the plan)
JOHN T. KUELBS
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TELEDYNE TECHNOLOGIES INCORPORATED
2049 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067-3101
(Name and address of agent for service)
(310) 551-4302
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED AMOUNT OF
SECURITIES AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED(1) OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING PRICE
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Common Stock, par
value $.01 per share 158,239 $ 5.57(2) $31,078,241.54 $8,205
182,724 $ 8.42(2)
20,000 $ 8.58(2)
467,500 $ 8.94(2)
1,487 $ 9.41(2)
179,271 $ 9.57(2)
7,031 $ 9.96(2)
1,652 $11.50(2)
600,025 $13.35(2)
1,527 $13.59(2)
496,971 $16.95(2)
1,527 $17.60(2)
632,316 $ 9.50(3)
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(1) This Registration Statement also registers additional securities to be
offered or issued upon adjustment or changes made to the registered securities
by reason of any stock splits, stock dividends or similar transactions as
permitted by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as
amended.
(2) Based upon the exercise price of the options in respect of which the
shares may be issued, in accordance with Rule 457(h).
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the average of
the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on January 7, 2000.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), are incorporated by reference into this
Registration Statement: (i) the Registration Statement on Form 10, as amended,
filed with the Commission (File No. 001-15295) (the "Form 10"), (ii) the
Registrant's Current Report on Form 8-K dated as of November 29, 1999 and filed
on December 1, 1999, as amended on December 6, 1999; and (iii) the description
of the Registrant's Common Stock contained in the Form 10.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of filing of such document with the Commission until the
information contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration Statement or
by any document which constitutes part of the prospectus relating to the
Teledyne Technologies Incorporated 1999 Incentive Plan (the "Plan") meeting the
requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article SEVEN of the
Registrant's Restated Certificate of Incorporation provides that no director of
the Registrant shall be personally liable to the Registrant or its stockholders
in accordance with the foregoing provisions of Section 102(b)(7).
Under Section 145 of the DGCL, a Delaware corporation has the power to
indemnify directors and officers under certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses, including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative
II - 1
<PAGE>
or investigative, to which any of them is a party by reason of being a director
or officer of the Registrant if it is determined that the director or the
officer acted in accordance with the applicable standard of conduct set forth in
such statutory provision. Article EIGHT of the Registrant's Restated Certificate
of Incorporation provides that any person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director or an officer of the
Registrant or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan, whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or agent or in any
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Registrant to the fullest extent authorized
by the DGCL.
The Registrant has purchased directors' and officers' liability insurance
covering certain liabilities which may be incurred by the officers and directors
of the Registrant in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Registrant.
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement
Form 10/A-4 filed on November 10, 1999 (File No. 001-15295)).
4.3 Form of Rights Agreement Between Teledyne Technologies Incorporated
and ChaseMellon Shareholder Service, L.L.C. (incorporated by
reference to Exhibit 4.2 to the Registrant's Registration Statement
on Form 10/A filed on November 10, 1999 (File No. 001-15295)).
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality of the
shares being registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion filed
as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
II - 2
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(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;
(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)(1)(i) and (a)(1)(ii) of this section 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 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City of Los Angeles, State of California, on this 14th day of
January, 2000.
TELEDYNE TECHNOLOGIES INCORPORATED
By: /s/ ROBERT MEHRABIAN
----------------------------------------
Robert Mehrabian
President and Chief Executive Officer
We, the undersigned directors and officers of Teledyne Technologies
Incorporated do hereby constitute and appoint John T. Kuelbs and Melanie S.
Cibik, or either of them, our true and lawful attorneys and agents, to do any
and all acts and things in our name and on our behalf in our capacities as
directors and officers and to execute any and all instruments for us and in our
names in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said corporation to
comply with the Securities Act and any rules, regulations and requirements of
the Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ ROBERT MEHRABIAN
- ------------------------------ President and Chief Executive January 14, 2000
Robert Mehrabian Officer (Principal Executive
Officer) and a Director
/s/ STEFAN C. RIESENFELD Executive Vice President and January 14, 2000
- ------------------------------ Chief Financial Officer
Stefan C. Riesenfeld (Principal Financial Officer)
/s/ DALE A. SCHNITTJER Controller (Principal January 14, 2000
- ------------------------------ Accounting Officer)
Dale A. Schnittjer Accounting Officer)
/s/ ROBERT P. BOZZONE Director January 14, 2000
- ------------------------------
Robert P. Bozzone
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<PAGE>
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ PAUL S. BRENTLINGER Director January 14, 2000
- ------------------------------
Paul S. Brentlinger
/s/ FRANK V. CAHOUET Director January 14, 2000
- -------------------------------
Frank V. Cahouet
/s/ THOMAS A. CORCORAN Director January 14, 2000
- -------------------------------
Thomas A. Corcoran
/s/ DIANE C. CREEL Director January 14, 2000
- -------------------------------
Diane C. Creel
/s/ C. FRED FETTEROLF Director January 14, 2000
- --------------------------
C. Fred Fetterolf
/s/ CHARLES J. QUEENAN, JR. Director January 14, 2000
- ------------------------------
Charles J. Queenan, Jr.
II - 5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of
the Registrant.
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement
on Form 10/A-4 filed on November 10, 1999 (File No.
001-15295)).
4.3 Form of Rights Agreement Between Teledyne
Technologies Incorporated and ChaseMellon
Shareholder Services, L.L.C (incorporated
by reference to Exhibit 4.2 to the
Registrant's Registration Statement on
Form 10/A filed on November 10, 1999 (File
No. 001-15295)).
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality of the
shares being registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
II - 6
EXHIBIT 4.1
RESTATED CERTIFICATE OF INCORPORATION
OF
TELEDYNE TECHNOLOGIES INCORPORATED
The name of the corporation is Teledyne Technologies Incorporated. The
corporation's original Certificate of Incorporation was filed with the Secretary
of the State of Delaware on August 23, 1999.
This Restated Certificate of Incorporation restates and integrates and also
further amends the Certificate of Incorporation of the corporation, as
heretofore amended and supplemented, and was duly adopted in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware.
This Restated Certificate of Incorporation shall become effective upon
filing with the Delaware Secretary of State.
* * * * *
ONE: The name of the corporation is Teledyne Technologies Incorporated
(hereinafter referred to as the "Corporation").
TWO: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle,
and the name of its registered agent at such address is The Corporation Trust
Company.
THREE: The purpose of the Corporation is to engage in any lawful act or
activity for which a Corporation may be organized under the Delaware General
Corporation Law.
FOUR: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is One Hundred Forty Million
(140,000,000) consisting of One Hundred Twenty-Five Million (125,000,000) shares
of Common Stock, par value one cent ($.01) per share (the "Common Stock"), and
Fifteen Million (15,000,000) shares of Preferred Stock, par value one cent
($.01) per share (the "Preferred Stock"). The term "Voting Stock" shall
hereafter refer to all shares of capital stock entitled to vote generally in the
election of directors.
A. Common Stock
1. Except where otherwise provided by law, by this Restated
Certificate of Incorporation, or by resolution of the Board of Directors
pursuant to this Article FOUR, the holders of the Common Stock issued and
outstanding shall have and possess the exclusive right to notice of
stockholders' meetings and the exclusive voting rights and powers of the capital
stock.
<PAGE>
2. Subject to any preferential rights of the Preferred Stock,
dividends may be paid on the Common Stock, as and when declared by the Board of
Directors, out of any funds of the Corporation legally available for the payment
of such dividends.
B. Preferred Stock
The Board of Directors is authorized, subject to any limitations prescribed
by law, to provide for the issuance of shares of Preferred Stock in series, and
by filing a certificate pursuant to the applicable law of the State of Delaware
(such certificate being hereinafter referred to as a "Preferred Stock
Designation"), to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers (including but
not limited to voting powers, if any), preferences and rights of the shares of
each such series and any qualifications, limitations or restrictions thereof.
The number of authorized shares of Preferred Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the Common Stock, without a vote of the
holders of the Preferred Stock, or of any series thereof, unless a vote of any
such holders is required pursuant to the terms of any Preferred Stock
Designation.
FIVE: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
A. The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors. In addition to the powers and authority
expressly conferred upon them by statute or by this Restated Certificate of
Incorporation or the Bylaws of the Corporation, the directors are hereby
empowered to exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation.
B. The Board of Directors may adopt, amend or repeal the Bylaws of the
Corporation. The stockholders of the Corporation may not adopt, amend or repeal
the Bylaws of the Corporation other than by the affirmative vote of 75% of the
combined voting power of all outstanding voting securities of the Corporation
entitled to vote generally in the election of directors of the Board of
Directors of the Corporation ("Voting Power"), voting together as a single
class.
C. The directors of the Corporation need not be elected by written ballot
unless the Bylaws so provide.
SIX: The Corporation reserves the right to amend and repeal any provision
contained in this Restated Certificate of Incorporation in the manner from time
to time prescribed by the laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.
SEVEN: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct
<PAGE>
or a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which such director derived any
improper personal benefit. No amendment to or repeal of this Article SEVEN shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal. If the Delaware General
Corporation Law is amended to authorize corporate action further eliminating the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as amended.
EIGHT: A. Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or an officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
except as provided in Section C of this Article EIGHT with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.
B. Right to Advancement of Expenses. The right to indemnification conferred
in Section A of this Article EIGHT shall include the right to be paid by the
Corporation the expenses (including attorneys' fees) incurred in defending any
such proceeding in advance of its final disposition (hereinafter an "advancement
of expenses"); provided, however, that, if the Delaware General Corporation Law
requires, an advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer of the Corporation (and not in any other
capacity in which service was or is rendered by such indemnitee, including,
without limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section B or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article EIGHT shall be contract
rights and such rights shall continue as to an indemnitee who has
<PAGE>
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. Right of Indemnitee to Bring Suit. If a claim under Section A or B of
this Article EIGHT is not paid in full by the Corporation within sixty (60) days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be twenty (20) days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
in any suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled to
recover such expenses upon a final adjudication that the indemnitee has not met
any applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article EIGHT or otherwise shall be on the
Corporation.
D. Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses conferred in this Article EIGHT shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, the Corporation's Restated Certificate of Incorporation, Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise.
E. Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
F. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation, including any subsidiary of the
Corporation, to the fullest extent of the provisions
<PAGE>
of this Article with respect to the indemnification and advancement of expenses
of directors and officers of the Corporation.
G. Amendment. Any repeal or modification of this Article EIGHT shall not
change the rights of any person to indemnification with respect to any action or
omission occurring prior to such repeal or modification.
NINE: The following provisions are inserted for the definition, limitation
and regulation of actions of the stockholders of the Corporation:
A. Action to be Taken at Stockholder Meetings Only. Any action required or
permitted to be taken by the stockholders of the Corporation must be effected at
a duly called annual or special meeting of such stockholders and may not be
effected by the written consent of such stockholders.
B. Calling of Special Meetings. Special meetings of the stockholders, other
than those required by statute, may be called only by the Board of Directors
pursuant to a resolution approved by a majority of the directors then in office,
the Chairman of the Board or the Chief Executive Officer. The Board of Directors
may postpone, reschedule or cancel any previously scheduled special meeting.
Only such business shall be conducted at a special meeting of stockholders
as shall have been brought before the meeting pursuant to the Corporation's
notice of meeting. Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are to be
elected pursuant to the Corporation's notice of meeting (a) by or at the
direction of the Board of Directors or (b) by any stockholder of the Corporation
who is a stockholder of record at the time of giving of notice as provided in
this Article NINE, Section B, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this Article NINE, Section
B. Nominations by stockholders of persons for election to the Board of Directors
may be made at such a special meeting of stockholders if the stockholder's
notice required by Article NINE, Section C shall be delivered to the Secretary
of the Corporation at the principal executive offices of the Corporation not
earlier than the ninetieth day prior to such special meeting and not later than
the close of business on the later of the seventy-fifth day prior to such
special meeting or the tenth day following the day on which a public
announcement (as defined in subparagraph (e) of Article NINE, Section C) is
first made of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.
C. Notice of Nominations and Action to be Taken at an Annual Meeting. (a)
Nominations of persons for election to the Board of Directors of the Corporation
and the proposal of business to be considered by the stockholders may be made at
an annual meeting of stockholders (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors or (iii) by any
stockholder of the Corporation who was a stockholder of record at the time of
giving of the notice provided for in this Article NINE, Section C who is
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Article NINE, Section C.
<PAGE>
(b) For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a) of
this Article NINE, Section C, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such business must be
a proper matter for stockholder action under the Delaware General Corporation
Law. To be timely, a stockholder's notice shall be delivered to the Secretary at
the principal executive offices of the Corporation not less than seventy-five
days nor more than ninety days prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of the
annual meeting is advanced by more than thirty days or delayed by more than
sixty days from such anniversary date, or in the case of the first annual
meeting of the Corporation's stockholders after the Corporation becomes subject
to the reporting requirements of Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), notice by the stockholder to be timely
must be so delivered not earlier than the ninetieth day prior to such annual
meeting and not later than the close of business on the later of the sixtieth
day prior to such annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (i) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (ii) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any financial or other interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (iii) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made,
(1) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (2) the class and number
of shares of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.
(c) Notwithstanding anything in the second sentence of paragraph (b)
of this Article NINE, Section C to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least eighty-five days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by this Article
NINE, Section C shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the tenth day following the day on which
such public announcement is first made by the Corporation.
(d) Only such persons who are nominated in accordance with the
procedures set forth in this Article NINE, Section C shall be eligible to serve
as directors and only such business shall be conducted at an annual meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Article NINE, Section C. The presiding officer
of the meeting shall have the power and duty to determine whether a
<PAGE>
nomination or any business proposed to be brought before the meeting was made in
accordance with the procedures set forth in this Article NINE, Section C and, if
any proposed nomination or business is not in compliance with this Article NINE,
Section C, to declare that such defective proposed business or nomination shall
be disregarded.
(e) For purposes of this Article NINE, Section C, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or a comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(f) Notwithstanding the foregoing provisions of this Article NINE,
Section C, a stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Article NINE, Section C. Nothing in this Article NINE,
Section C shall be deemed to affect any rights of stockholders to request
inclusion of proposals in the Corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act.
(g) The Bylaws of the Corporation may contain additional provisions
not inconsistent with this Article NINE, Section C regarding nominations of
persons for election to the Board of Directors of the Corporation and the
proposal of business to be transacted by the stockholders. Without limiting the
category of such provisions which would not be inconsistent with this Article
NINE, Section C, a provision in the Bylaws of the Corporation which sets forth
additional information which must be provided by a stockholder in the notice
required by this Article NINE, Section C shall not be deemed to be so
inconsistent.
D. Voting. The stockholders shall not have the right to cumulate their
votes in the election of directors.
TEN: (A) Except as otherwise fixed pursuant to the provisions of Article
FOUR hereof relating to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect additional directors under specified circumstances, the
number of directors of the Corporation shall be fixed from time to time by the
affirmative vote of a majority of the whole Board of Directors. The directors,
other than those who may be elected by the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation, shall be classified, with respect to the time for which they
severally hold office, into three classes: Class I, Class II and Class III. The
terms of office of the initial classes of directors shall be as follows: the
Class I Directors shall be elected to hold office for a term to expire at the
first annual meeting of stockholders after the initial classification of
directors; the Class II Directors shall be elected to hold office for a term to
expire at the second annual meeting of stockholders after the initial
classification of directors; and the Class III Directors shall be elected to
hold office for a term to expire at the third annual meeting of stockholders
after the initial classification of directors; and in the case of each class,
until their respective successors are duly elected and qualified. At each annual
meeting of stockholders the directors elected to succeed those whose terms have
expired shall be identified
<PAGE>
as being of the same class as the directors they succeed and shall be elected to
hold office for a term to expire at the third annual meeting of stockholders
after their election, or until his or her earlier resignation or removal, and
until their respective successors are duly elected and qualified.
(B) Except as otherwise fixed pursuant to the provisions of Article FOUR
hereof relating to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation to
elect directors:
(a) In case of any increase in the number of directors, the
additional director or directors, and in case of any vacancy in the Board of
Directors due to death, resignation, removal, disqualification or any other
reason, the successors to fill the vacancies, shall be elected only by a
majority of the directors then in office, even though less than a quorum, or by
a sole remaining director and not by the stockholders, unless otherwise provided
by law or by resolution adopted by a majority of the whole Board of Directors.
(b) Directors appointed in the manner provided in paragraph (a) to
newly created directorships resulting from any increase in the authorized number
of directors or any vacancies on the Board of Directors resulting from death,
resignation, removal, disqualification or any other cause shall hold office for
a term expiring at the next annual meeting of stockholders at which the term of
the class to which they have been elected expires.
(c) No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
(C) Except as otherwise fixed pursuant to the provisions of Article FOUR
hereof relating to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation to
elect directors, any director or directors may be removed from office at any
time, but only for cause and only by the affirmative vote of 75% of the Voting
Power, voting together as a single class.
ELEVEN: In addition to any other considerations which the Board of
Directors, any committee thereof or any individual director lawfully may take
into account in determining whether to take or refrain from taking corporate
action on any matter, including making or declining to make any recommendations
to the stockholders of the Corporation, the Board of Directors, any committee
thereof or any individual director may in its, his or her discretion consider
the long term as well as the short term best interests of the Corporation
(including the possibility that these interests may best be served by the
continued independence of the Corporation), taking into account and weighing as
deemed appropriate the effects of such action on employees, suppliers,
distributors and customers of the Corporation and its subsidiaries and the
effect upon communities in which the offices or facilities of the Corporation
and its subsidiaries are located and any other factors considered pertinent.
This Article ELEVEN shall be deemed to grant discretionary authority to the
Board of Directors, any committee thereof and each individual director, and
shall not be deemed to provide to any specific constituency any right to be
considered.
<PAGE>
TWELVE: In addition to the requirements of (i) law and (ii) the other
provisions of this Restated Certificate of Incorporation, the affirmative vote
of the holders of at least two-thirds of the outstanding shares of Common Stock
of the Corporation entitled to vote shall be required for the adoption or
authorization of a Fundamental Change unless the Fundamental Change has been
approved at a meeting of the Board of Directors by the vote of more than
two-thirds of the incumbent members of the Board of Directors.
As used in this Article TWELVE, "Fundamental Change" shall mean (1) any
merger or consolidation of the Corporation with or into any other corporation,
(2) any sale, lease, exchange, transfer or other disposition, but excluding a
mortgage or any other security device, of all or substantially all of the assets
of the Corporation, (3) any merger or consolidation of a Significant Shareholder
with or into the Corporation or a direct or indirect subsidiary of the
Corporation, (4) any sale, lease, exchange, transfer or other disposition to the
Corporation or to a direct or indirect subsidiary of the Corporation of any
Common Stock of the Corporation held by a Significant Shareholder or any other
assets of a Significant Shareholder which, if included with all other
dispositions consummated during the same fiscal year of the Corporation by the
same Significant Shareholder, would result in dispositions of assets having an
aggregate fair value in excess of five percent of the total consolidated assets
of the Corporation as shown on its certified balance sheet as of the end of the
fiscal year preceding the proposed disposition, (5) any reclassification of
Common Stock of the Corporation, or any recapitalization involving Common Stock
of the Corporation, consummated within five years after a Significant
Shareholder becomes a Significant Shareholder, whereby the number of outstanding
shares of Common Stock is reduced or any of such shares are converted into or
exchanged for cash or other securities, (6) any dissolution and (7) any
agreement, contract or other arrangement providing for any of the transactions
described in this definition of Fundamental Change but, notwithstanding anything
to the contrary herein, Fundamental Change shall not include any merger pursuant
to the Delaware General Corporation Law, as amended from time to time, which
does not require a vote of the Corporation's stockholders for approval.
As used in this Article TWELVE, "Significant Shareholder" shall mean any
person who or which beneficially owns a number of shares of Common Stock of the
Corporation, whether or not such number includes shares not then outstanding or
entitled to vote, which exceeds a number equal to fifteen percent of the
outstanding shares of Common Stock of the Corporation entitled to vote, any and
all affiliates of such person and any and all associates and family members of
such person or any such affiliate.
THIRTEEN: Notwithstanding any other provisions of this Restated Certificate
of Incorporation or any provision of law which might otherwise permit a lesser
vote or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of Voting Stock required by law or this Restated
Certificate of Incorporation, the affirmative vote of the holders or at least
75% of the Voting Power, voting together as a single class, shall be required to
alter, amend, supplement or repeal, or to adopt any provision inconsistent with
the purpose or intent of, paragraph B of Article FIVE and Articles SEVEN, NINE,
TEN, ELEVEN, TWELVE or THIRTEEN; provided, however, that no amendment of Article
TWELVE shall apply to any person who is a Significant Shareholder at the time of
the adoption of such amendment.
Exhibit 5.1
January 14, 2000
Teledyne Technologies Incorporated
2049 Century Park East
Los Angeles, California 90067-3101
Ladies and Gentlemen:
We are counsel to Teledyne Technologies Incorporated (the "Company") and
we have acted as counsel for the Company in connection with the preparation of
the Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933, as amended, of 2,650,000 shares of the Company's common stock, par
value $.01 per share (the "Shares"), which are to be issued from time to time to
certain employees of the Company and its affiliates and certain non-employees
who render significant services to the Company and its affiliates in connection
with the Teledyne Technologies Incorporated 1999 Incentive Plan (the "Plan")
We have examined the originals, certified copies or copies otherwise
identified to our satisfaction as being true copies of the Plan and such other
documents as we have deemed necessary or appropriate for purposes of this
opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly and validly authorized and reserved for issuance, and that the Shares, when
issued under the terms of the Plan, will be legally and validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
(Form S-8 No. 33-00000) pertaining to the Teledyne Technologies Incorporated
1999 Incentive Plan of our report dated April 30, 1999 with respect to the
combined financial statements which appear in the Registration Statement on Form
10, as amended (No. 001-15295) of Teledyne Technologies Incorporated filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Woodland Hills, California
January 14, 2000
