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)
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DELAWARE 25-1843385
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
2049 CENTURY PARK EAST, 15TH FLOOR 90067-3101
LOS ANGELES, CALIFORNIA (Zip Code)
(Address of principal executive offices)
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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 OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING PRICE
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Common Stock, par value 1,710,230 $25.66 (1) $43,884,501.80 $11,585.51
$.01 per share
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(1) 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 September 22, 2000.
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EXPLANATORY NOTE
This Registration Statement is being filed to register an additional
1,710,230 shares of Common Stock, par value $.01 per share (the "Common Stock"),
of Teledyne Technologies Incorporated (the "Registrant") as a result of an
increase in the number of shares of Common Stock issuable under the Teledyne
Technologies Incorporated 1999 Incentive Plan. The earlier Registration
Statement on Form S-8 filed by the Registrant with the Commission on January 14,
2000 (File No. 333-94739) is hereby incorporated by reference. This
incorporation by reference is made pursuant to General Instruction E of Form S-8
regarding the registration of additional securities of the same class as other
securities for which there has been filed a Registration Statement on Form S-8
relating to the same employee benefit plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. EXHIBITS.
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 Registrant's Annual Report on Form 10-K filed
with the Commission for the fiscal year ended January 2, 2000 (File No.
001-15295), (ii) the Registrant's Quarterly Reports on Form 10-Q filed with the
Commission for the quarterly periods ended April 2, 2000 and July 2, 2000 (File
No. 001-15295), and (iii) the description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 10, as amended,
filed with the Commission (File No. 001-15295).
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, 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 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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5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the
legality of the shares being registered.
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.
II - 1
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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 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 26th
day of September, 2000.
TELEDYNE TECHNOLOGIES INCORPORATED
By: /s/ Robert Mehrabian
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Robert Mehrabian
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement have been signed by the following persons in the capacities and on
the date(s) indicated:
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SIGNATURE CAPACITY DATE
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/s/ Robert Mehrabian President and Chief Executive September 26, 2000
--------------------- Officer (Principal Executive
Robert Mehrabian Officer) and a Director
/s/ Dale A. Schnittjer Acting Chief Financial September 26, 2000
---------------------- Officer, Treasurer and
Dale A. Schnittjer Controller (Principal
Financial Officer/Principal
Accounting Officer)
*
__________________________ Director September 26, 2000
Robert P. Bozzone
*
__________________________ Director September 26, 2000
Paul S. Brentlinger
*
__________________________ Director September 26, 2000
Frank V. Cahouet
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SIGNATURE CAPACITY DATE
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*
_________________________ Director September 26, 2000
Thomas A. Corcoran
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_________________________ Director September 26, 2000
Diane C. Creel
_________________________ Director September 26, 2000
C. Fred Fetterolf
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_________________________ Director September 26, 2000
Charles J. Queenan, Jr.
* /s/ Melanie S. Cibik
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Pursuant to a Power of Attorney
Pursuant to a Power of Attorney
filed as Exhibit 24.1
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Kirkpatrick and Lockhart LLP
regarding the legality of the shares
being registered.
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
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