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 (I.R.S. Employer Identification No.)
of incorporation or organization)
2049 Century Park East
Los Angeles, California 90067-3101
(Address of principal executive offices) (Zip Code)
TELEDYNE TECHNOLOGIES INCORPORATED 401(k) PLAN
(Full title of the plan)
John T. Kuelbs
Senior Vice President, General Counsel and Secretary
Teledyne Technologies Incorporated
2049 Century Park East, Suite 1500
Los Angeles, California 90067-3101
(Name and address of agent for service)
(310) 551-4302
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum Amount of
securities Amount to be offering price aggregate registration
to be registered registered per share offering price fee
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Common Stock,
par value
$.01 per share 400,000(1) $17.38(2) $6,952,000 $1,834.80
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(1) This Registration Statement also registers additional securities to
be offered or issued upon adjustments 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 (the "Securities Act"). In addition, pursuant to Rule
416(c) under the Securities Act, this Registration Statement covers an
indeterminate number of interests to be offered or sold pursuant to the Teledyne
Technologies Incorporated 401(k) Plan.
(2) 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 March 27, 2000.
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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 or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference into this Registration Statement: (i) the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 2, 2000 (File No.
1-15295); and (ii) the description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 10, as amended (File No.
1-15295).
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 (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 401(k) 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 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
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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 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 (incorporated
by reference to Exhibit 3.1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 2, 2000 (File No. 1-15295)).
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 2, 2000 (File No. 1-15295)).
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.
The undersigned Registrant hereby undertakes to submit the Teledyne Technologies
Incorporated 401(k) Plan and any amendment thereto to the Internal Revenue
Service in a timely manner and to make all changes required by the Internal
Revenue Service to qualify such Plan.
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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
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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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 31st day of
March, 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 has been signed by the following persons in the capacities and on the
date(s) indicated:
Signature Capacity Date
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/s/ Robert Mehrabian President and Chief Executive March 31, 2000
- ------------------------ Officer (Principal Executive
Robert Mehrabian Officer) and a Director
/s/ Stefan C. Riesenfeld Executive Vice President March 31, 2000
- ------------------------ and Chief Financial Officer
Stefan C. Risenfeld (Principal Financial Officer)
/s/ Dale A. Schnittjer Controller (Principal Accounting March 31, 2000
- ------------------------ Officer)
Dale A. Schnittjer
* Director March 31, 2000
- ------------------------
Thomas A. Corcoran
* Director March 31, 2000
- ------------------------
Robert P. Bozzone
* Director March 31, 2000
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Paul S. Brentlinger
* Director March 31, 2000
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Frank V. Cahouet
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Signature Capacity Date
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* Director March 31, 2000
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Diane C. Creel
* Director March 31, 2000
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C. Fred Fetterolf
* Director March 31, 2000
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Charles J. Queenan, Jr.
*
*/s/ Melanie S. Cibik
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Melanie S. Cibik, Attorney-in-Fact
appointed pursuant to Power of Attorney
filed as Exhibit 24.1
Pursuant to the requirements of the Securities Act of 1933, the undersigned Plan
Administrator of the Teledyne Technologies Incorporated 401(k) Plan 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 March 31, 2000.
TELEDYNE TECHNOLOGIES INCORPORATED
401(k) PLAN ADMINISTRATIVE COMMITTEE
By: /s/ Stefan C. Riesenfeld
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Stefan C. Riesenfeld
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EXHIBIT INDEX
Exhibit No. Description
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended January 2, 2000 (File No. 1-15295)).
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended January 2, 2000 (File No. 1-15295)).
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.
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Exhibit 5.1
March 31, 2000
Teledyne Technologies Incorporated
2049 Century Park East, Suite 1500
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 400,000 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 in connection with the
Teledyne Technologies Incorporated 401(k) 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 INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Teledyne Technologies Incorporated
401(k) Plan of our report dated January 26, 2000 with respect to the
consolidated financial statements which appear in the Annual Report on Form 10-K
(No. 1-15295) of Teledyne Technologies Incorporated filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Los Angeles, California
March 30, 2000
Exhibit 24.1
POWER OF ATTORNEY
Teledyne Technologies Incorporated 401(k) Plan-- Form S-8 Registration Statement
The undersigned directors and officers of Teledyne Technologies
Incorporated, a Delaware corporation ("TDY"), do hereby constitute and appoint
John T. Kuelbs and Melanie S. Cibik, or either of them, our true and lawful
attorneys and agents, to execute, file and deliver a Registration Statement on
Form S-8 (or other appropriate form) with respect to the Teledyne Technologies
Incorporated 401(k) Plan ("Form S-8"), which registers up to 400,000 shares of
TDY's Common Stock, par value $0.01 per share, in our name and on our behalf in
our capacities as directors and officers of TDY as listed below, and to do any
and all acts or things, in our name and on our behalf in our capacities as
directors and officers of TDY as listed below, which said attorneys and agents,
or either of them, may deem necessary or advisable to enable TDY to comply with
the Securities Act of 1933 and any rules, regulations and requirements of the
Securities and Exchange Commission in connection with the Form S-8 (including
without limitation executing, filing and delivering any amendments to the Form
S-8), and the undersigned 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.
Witness the due execution hereof as of March 9, 2000.
/s/ Thomas A. Corcoran Chairman and Director
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Thomas A. Corcoran
/s/ Robert Mehrabian President and Chief Executive Officer
- --------------------------- (Principal Executive Officer) and Director
Robert Mehrabian
/s/ Stefan C. Riesenfeld Executive Vice President and Chief Financial
- --------------------------- Officer (Principal Financial Officer)
Stefan C. Riesenfeld
/s/ Dale A. Schnittjer Controller (Principal Accounting Officer)
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Dale A. Schnittjer
/s/ Robert P. Bozzone Director
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Robert P. Bozzone
/s/ Paul S. Brentlinger Director
- ----------------------------
Paul S. Brentlinger
/s/ Frank V. Cahouet Director
- ----------------------------
Frank V. Cahouet
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/s/ Diane C. Creel Director
- ----------------------------
Diane C. Creel
/s/ C. Fred Fetterolf Director
- ----------------------------
C. Fred Fetterolf
/s/ Charles J. Queenan, Jr. Director
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Charles J. Queenan, Jr.
