<PAGE> 1
As filed with the Securities and Exchange Commission on April 29, 1994
Registration No. 33-
- - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.- 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE-SECURITIES ACT OF-1933
--------------------------
TELEFLEX INCORPORATED
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 23-1147939
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
SUITE 450
630 WEST GERMANTOWN PIKE
PLYMOUTH MEETING, PENNSYLVANIA 19462
(610) 834-6301
(Address, including zip code and telephone number, including
area code of registrant's principal executive offices)
TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN
(Full-title-of the plan)
------------------------
LENNOX K. BLACK
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
TELEFLEX INCORPORATED
SUITE 450
630 WEST GERMANTOWN PIKE
PLYMOUTH MEETING, PENNSYLVANIA 19462
(610) 834-6365
(Name, address, including zip code and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications sent to the agent
for service should be sent to:
HERBERT K. ZEARFOSS, ESQ.
TELEFLEX INCORPORATED
155 SOUTH LIMERICK ROAD
LIMERICK, PENNSYLVANIA 19468
(610)-948-2887
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Proposed maximum Proposed maximum
Title of Securities to Amount to be offering price aggregate offering Amount of
be registered registered per unit price (2) registration fee
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<S> <C> <C> <C> <C>
Common Stock, $1.00
par value per share 300,000 shares (2) $10,368,750 $3,575
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee and is the product resulting from multiplying
300,000, the maximum number of shares issuable under the Teleflex
Incorporated Voluntary Investment Plan that are covered by this
Registration Statement, by $34.56, the average of the high and low prices
of the Common Stock as reported on the American Stock Exchange on April
26, 1994, within five business days prior to April 29, 1994.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Teleflex Incorporated (the "Company")
are incorporated herein by reference:
(i) The contents of the Company's Registration Statement on Form
S-8 (Registration No. 2-98715) filed on June 28, 1985.
(ii) The contents of the Company's Amendment No. 1 to Form S-8
Registration Statement (Registration No. 2-98715) filed on
July 15, 1985.
(iii) The contents of the Company's Amendment No. 2 to Form S-8
Registration Statement (Registration No. 2-98715) filed on May
11, 1987.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Not applicable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
5(a) Opinion of Herbert K. Zearfoss, Esquire
(b) Company undertaking in lieu of opinion of counsel
23(a) Consent of Price Waterhouse
(b) Consent of Herbert K. Zearfoss, Esquire (contained in his
opinion filed as Exhibit 5(a) to this Registration Statement
Item 9. UNDERTAKINGS
Not applicable.
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TELEFLEX
INCORPORATED, 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 Plymouth Meeting, Pennsylvania on
the 29th of April, 1994.
TELEFLEX INCORPORATED
By:S\Lennox K. Black
--------------------------------
Lennox K. Black, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 29th day of April, 1994.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
S\Lennox K. Black Director, Chairman of the Board
- ----------------------------
Lennox K. Black and Chief Executive Officer
(Principal Executive Officer)
S\Harold L. Zuber, Jr. Vice President, Chief Financial
- ----------------------------
Harold L. Zuber, Jr. Officer and Controller (Principal
Financial and Accounting Officer)
S\Donald Beckman Director
- ----------------------------
Donald Beckman
S\David S. Boyer Director
- ----------------------------
David S. Boyer
S\Lewis E. Hatch, Jr. Director
- ----------------------------
Lewis E. Hatch, Jr.
S\Pemberton Hutchinson Director
- ----------------------------
Pemberton Hutchinson
S\Sigismundus W.W. Lubsen Director
- ----------------------------
Sigismundus W. W. Lubsen
S\John H. Remer Director
- ----------------------------
John H. Remer
S\Palmer E. Retzlaff Director
- ----------------------------
Palmer E. Retzlaff
S\James W. Stratton Director
- ----------------------------
James W. Stratton
</TABLE>
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
administrator of the TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Limerick, Pennsylvania on the 28th
day of April, 1994.
TELEFLEX INCORPORATED
VOLUNTARY INVESTMENT PLAN
By:S\Terry R. Moulder
-----------------------------
Terry R. Moulder, Member
Plan Administrative Committee
II-3
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
5(a) Opinion of Herbert K. Zearfoss, Esquire
(b) Company undertaking in lieu of Opinion of Counsel
23(a) Consent of Price Waterhouse
(b) Consent of Herbert K. Zearfoss, Esquire (contained
in his opinion filed as Exhibit 5(a) to this
Registration Statement
</TABLE>
II-4
<PAGE> 1
HERBERT K. ZEARFOSS
ASSISTANT GENERAL COUNSEL
TELEFLEX INCORPORATED
155 SOUTH LIMERICK ROAD
LIMERICK, PENNSYLVANIA 19468
April 28, 1994
Teleflex Incorporated
Suite 450
630 West Germantown Pike
Plymouth Meeting, PA
Teleflex Incorporated Voluntary Investment Plan
Form S-8 Registration Statement
Gentlemen:
I have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on April 29, 1994 under the
Securities Act of 1933, as amended, relating to interests in the Teleflex
Incorporated Voluntary Investment Plan (the "Plan") and to an aggregate of
300,000 shares of common stock, par value $1 per share ("Common Stock"), of
Teleflex Incorporated (the "Company") that may be issued by the Company to the
trustee under the Plan.
I have examined such corporate records and documents, statements of
officers of the Company, opinions of other counsel and such other matters as I
have considered appropriate to enable me to give this opinion. Based upon the
foregoing, I am of the opinion that:
1. All of the presently issued and outstanding shares of the Common
Stock of the Company are validly issued, fully paid and non-assessable by the
Company.
2. The Common Stock has been duly authorized by the Company for
issuance to the trustee under the Plan and, when issued in accordance with such
authority, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
S\Herbert K. Zearfoss
---------------------
Herbert K. Zearfoss
pac
EXHIBIT 5(a)
<PAGE> 1
COMPANY UNDERTAKING IN LIEU OF OPINION OF COUNSEL
The Company has submitted or will submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to maintain the continued
qualification of the Plan under Section 401 of the Internal Revenue Code.
EXHIBIT 5(b)
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report
dated February 9, 1994, which appears on page 27 of the 1993 Annual Report to
Shareholders of Teleflex Incorporated, which is incorporated by reference in
Teleflex Incorporated's Annual Report on Form 10-K for the year ended December
26, 1993. We also consent to the incorporation by reference of our report on
the Financial Statement Schedules, which appears on page 11 of such Annual
Report on Form 10-K. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/S/PRICE WATERHOUSE
- ------------------
PRICE WATERHOUSE
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
April 26, 1994
EXHIBIT 23(a)
