May 11, 1994
BY DIRECT ELECTRONIC TRANSMISSION (310) 551-4282
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Teledyne, Inc. - Long-Term Incentive Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
In accordance with the electronic filing requirements of Regulation S-T,
enclosed on behalf of Teledyne, Inc., a Delaware corporation, is a Registration
Statement on Form S-8, including the exhibits thereto, for the 1994 Long-Term
Incentive Plan of Teledyne, Inc.
Teledyne, Inc. has delivered the required filing fee of $13,629.31 by wire
transfer to the U.S. Treasury designated lockbox depository at the Mellon Bank
in Pittsburgh, Pennsylvania.
Please confirm acceptance of this filing via the EDGAR electronic mail
service.
If you desire any additional information, please call the undersigned at
(310) 551-4282.
Cordially,
Joshua D. Zarrow
Counsel
50898
Enclosures
<PAGE>
As filed with the Securities and Exchange Commission on May 11, 1994.
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TELEDYNE, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-2282626
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number
1901 Avenue of the Stars
Los Angeles, California 90067-6046
(Address of principal executive offices) (Zip Code)
1994 LONG-TERM INCENTIVE PLAN OF TELEDYNE, INC.
(Full title of the plan)
____________________
Judith R. Nelson, Secretary and General Counsel
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, CA 90067-6046
(Name and address of agent for service)
(310) 277-3311
(Telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
========================================================================================================
| | | Proposed |
| | Proposed | maximum |
Title of securities | Amount to be | maximum offering | aggregate offering | Amount of
to be registered | registered (1) | price per unit (2) | price (2) | registration fee (2)
- --------------------------------------------------------------------------------------------------------
<C> | <C> | <C> | <C> | <C>
Common Stock | 2,500,000 shares | $15.81 | $39,525,000 | $13,629.31
($1.00 par value | | | |
========================================================================================================
</TABLE>
(1) This Registration Statement also includes an indeterminate number of
additional shares of Common Stock that may become issuable pursuant to the
antidilution adjustment provisions of the plan.
(2) In accordance with Rule 457(c) and Rule 457(h) under the Securities Act of
1933, as amended (the "Securities Act"), calculated on the basis of the
average of the high and low prices for a share of the Common Stock on the
New York Stock Exchange on May 9, 1994.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
*Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 424(b) under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the registrant, Teledyne, Inc., a Delaware
corporation ("Teledyne"), with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement:
(a) Teledyne's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;
(b) All other reports filed by Teledyne pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1993; and
(c) The description of Teledyne's Common Stock which is contained in
Teledyne's registration statement filed under Section 12 of the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by Teledyne pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall also be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subject to the limitations set forth therein, Article Ninth of Teledyne's
Restated Certificate of Incorporation, Section 7 of Article VII of Teledyne's
Restated By-Laws and Section 145 of the General Corporation Law of Delaware
eliminate the potential personal liability of directors to Teledyne or
Teledyne's shareholders for monetary damages for breaches of their fiduciary
duty of care as directors. Subject to certain limitations, these provisions
also provide for the indemnification and defense of officers, directors,
agents and employees of Teledyne if they are named or threatened to be named in
any legal action as a result of executing their duties or responsibilities on
behalf of Teledyne. Teledyne maintains insurance which covers damages,
settlements, costs, expenses, charges and judgments resulting from any such
actions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER
4.1 Restated Certificate of Incorporation of Teledyne (previously filed
with the Commission as Exhibit No. 3 to Teledyne's Annual Report on
Form 10-K dated January 20, 1992 for the fiscal year ended
December 31, 1991, File No. 1-5212, and incorporated herein by
reference)
4.2 Restated By-laws of Teledyne (previously filed with the Commission as
Exhibit No. 3 to Teledyne's Annual Report on Form 10-K dated
January 20, 1992 for the fiscal year ended December 31, 1991, File
No. 1-5212, and incorporated herein by reference)
4.3 1994 Long-Term Incentive Plan of Teledyne, Inc. (previously filed with
the Commission as Exhibit A to Teledyne's Proxy Statement dated
March 18, 1994 for the Annual Meeting of Shareholders held on
April 27, 1994, and incorporated herein by reference)
5.1 Opinion of Counsel
23.1 Consent of Independent Public Accountants
<PAGE>
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Powers of Attorney to execute this Registration Statement
ITEM 9. UNDERTAKINGS
1. Teledyne hereby undertakes:
(1) 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by Teledyne pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this 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.
2. Teledyne hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of Teledyne's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
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.
<PAGE>
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Teledyne pursuant to the foregoing provisions, or otherwise, Teledyne 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 Teledyne of expenses incurred or paid by
a director, officer or controlling person of Teledyne 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,
Teledyne 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, Teledyne 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 May 11, 1994.
TELEDYNE, INC.
By /s/ DONALD B. RICE
-------------------------------------------
Donald B. Rice
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on May 11, 1994.
Attorney-in-Fact
Signature Title
--------- -----
WILLIAM P. RUTLEDGE
- ------------------------------------------
William P. Rutledge* Chairman of the Board of
Directors and Chief Executive
Officer (Principal Executive
Officer)
/s/ DONALD B. RICE
- -------------------------------------------
Donald B. Rice Director, President and
Chief Operating Officer
GEORGE A. ROBERTS
- ----------------------------------------------
George A. Roberts* Director
HENRY E. SINGLETON
- ----------------------------------------------
Henry E. Singleton* Director
FAYEZ SAROFIM
- ----------------------------------------------
Fayez Sarofim* Director
GEORGE KOZMETSKY
- ----------------------------------------------
George Kozmetsky* Director
DOUGLAS J. GRANT
- ----------------------------------------------
Douglas J. Grant* Treasurer
(Principal Financial and
Accounting Officer)
*By /s/ DONALD B. RICE
-------------------------------------------
Donald B. Rice
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Restated Certificate of Incorporation of Teledyne (previously filed with
the Commission as Exhibit No. 3 to Teledyne's Annual Report on Form 10-K
dated January 20, 1992 for the fiscal year ended December 31, 1991, File
No. 1-5212, and incorporated herein by reference)
4.2 Restated By-laws of Teledyne (previously filed with the Commission as
Exhibit No. 3 to Teledyne's Annual Report on Form 10-K dated
January 20, 1992 for the fiscal year ended December 31, 1991, File
No. 1-5212, and incorporated herein by reference)
4.3 1994 Long-Term Incentive Plan of Teledyne, Inc. (previously filed with
the Commission as Exhibit A to Teledyne's Proxy Statement dated
March 18, 1994 for the Annual Meeting of Shareholders held on
April 27, 1994, and incorporated herein by reference)
5.1 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Powers of Attorney to execute this Registration Statement
<PAGE>
OPINION OF COUNSEL
<PAGE>
EXHIBIT 5.1
<PAGE>
May 11, 1994
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
Ladies and Gentlemen:
The undersigned is Counsel to Teledyne, Inc. and is familiar with the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission with respect to the registration
under the Securities Act of 1933, as amended, of 2,500,000 shares of the Common
Stock ($1.00 par value) of Teledyne, Inc. that are issuable under the 1994
Long-Term Incentive Plan of Teledyne, Inc. (the "Plan").
Based upon my examination and consideration of such documents,
instruments, certificates, records and legal matters as I have deemed necessary
for the purposes thereof, I am of the opinion that the shares of Common Stock to
be registered on the Registration Statement, when issued, delivered and paid
for in accordance with the terms and conditions of the Plan, will be validly
issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to references to my name in the Registration Statement.
Very truly yours,
/s/ JOSHUA D. ZARROW
Joshua D. Zarrow
Counsel
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
EXHIBIT 23.1
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated
January 12, 1994 included in Teledyne, Inc.'s Form 10-K for the year ended
December 31, 1993.
ARTHUR ANDERSEN & CO.
Los Angeles, California
May 11, 1994
<PAGE>
POWERS OF ATTORNEY
<PAGE>
EXHIBIT 24.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, Douglas J. Grant, hereby constitute and appoint DONALD B. RICE
and WILLIAM P. RUTLEDGE, and each of them or either of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution, for me and in my
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 under the Securities Act of 1933 relating to the 1994
Long-Term Incentive Plan of Teledyne, Inc. and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them or either of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as they or he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Date: April 27, 1994.
/s/ DOUGLAS J. GRANT
---------------------------------------------
DOUGLAS J. GRANT, Treasurer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, Donald B. Rice, hereby constitute and appoint WILLIAM P. RUTLEDGE
my true and lawful attorney-in-fact and agent, with full power of substitution,
for me and in my name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-8 under the Securities Act of 1933 relating to
the 1994 Long-Term Incentive Plan of Teledyne, Inc. and all amendments thereto,
and to file the same, with all exhibits thereto, and other documents therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Date: April 27, 1994.
/s/ DONALD B. RICE
---------------------------------------------
DONALD B. RICE, President, Chief Operating
Officer and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, William P. Rutledge, hereby constitute and appoint DONALD B. RICE
my true and lawful attorney-in-fact and agent, with full power of substitution,
for me and in my name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-8 under the Securities Act of 1933 relating to
the 1994 Long-Term Incentive Plan of Teledyne, Inc. and all amendments thereto,
and to file the same, with all exhibits thereto, and other documents therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Date: April 27, 1994.
/s/ WILLIAM P. RUTLEDGE
---------------------------------------------
WILLIAM P. RUTLEDGE, Chief Executive
Officer and Chairman of the Board of
Directors
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, George A. Roberts, hereby constitute and appoint DONALD B. RICE
and WILLIAM P. RUTLEDGE, and each of them or either of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution, for me and in my
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 under the Securities Act of 1933 relating to the 1994
Long-Term Incentive Plan of Teledyne, Inc. and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them or either of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as they or he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Date: April 27, 1994.
/s/ GEORGE A. ROBERTS
---------------------------------------------
GEORGE A. ROBERTS, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, George Kozmetsky, hereby constitute and appoint DONALD B. RICE
and WILLIAM P. RUTLEDGE, and each of them or either of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution, for me and in my
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 under the Securities Act of 1933 relating to the 1994
Long-Term Incentive Plan of Teledyne, Inc. and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them or either of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as they or he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Date: April 27, 1994.
/s/ GEORGE KOZMETSKY
---------------------------------------------
GEORGE KOZMETSKY, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, Fayez Sarofim, hereby constitute and appoint DONALD B. RICE and
WILLIAM P. RUTLEDGE, and each of them or either of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution, for me and in my
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 under the Securities Act of 1933 relating to the 1994
Long-Term Incentive Plan of Teledyne, Inc. and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them or either of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as they or he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Date: April 27, 1994.
/s/ FAYEZ SAROFIM
---------------------------------------------
FAYEZ SAROFIM, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS;
That I, Henry E. Singleton, hereby constitute and appoint DONALD B. RICE
and WILLIAM P. RUTLEDGE, and each of them or either of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution, for me and in my
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 under the Securities Act of 1933 relating to the 1994
Long-Term Incentive Plan of Teledyne, Inc. and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them or either of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as they or he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Date: April 27, 1994.
/s/ HENRY E. SINGLETON
---------------------------------------------
HENRY E. SINGLETON, Director
