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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TELEFLEX INCORPORATED
(Exact name of Registrant as specified in its Charter)
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Delaware 23-1147939
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(State of incorporation or organization) (IRS Employer Identification No.)
630 West Germantown Pike
Suite 450
Plymouth Meeting, Pennsylvania 19462
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(Address of Principal Executive Offices) (Zip Code)
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SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
Common Stock, $1.00 Par Value
(Title of each class to be registered)
New York Stock Exchange
(Name of each exchange on which
each class is to be registered)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
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Item 1. 1. Description of Registrant's Securities to be Registered.
The Certificate of Incorporation of Teleflex Incorporated (the
"Company") authorizes the issuance of Fifty Million (50,000,000) shares of
common stock, $1.00 par value per share (the "Common Stock") and Five Hundred
Thousand (500,000) shares of preferred stock, $1.00 par value per share (the
"Preferred Stock"). The Company does not presently have outstanding any shares
of Preferred Stock.
a. The Common Stock.
The Company's outstanding shares of Common Stock are fully
paid and nonassessable. Holders of Common Stock are entitled to one (1) vote
per share on all matters submitted to a vote of shareholders. Shares of the
Company's Common Stock do not have cumulative voting rights; accordingly, the
holders of a majority of the outstanding shares voting for the election of the
Board of Directors can elect all members of the Board of Directors. Subject to
the preferences applicable to any shares of Preferred Stock outstanding at the
time, the holders of record of Common Stock are entitled to dividends on the
Common Stock out of assets legally available therefor at such times and in such
amounts as the Board of Directors may from time to time determine. Upon any
liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to receive on a pro rata basis all of the assets of the
Company then legally available for distribution to shareholders. The Common
Stock does not have any conversion, redemption, subscription or preemptive
rights nor are there any sinking fund provisions.
Article 5 of the Company's Bylaws provides that the number of
directors constituting the entire Board of Directors shall not be less than six
nor more than fifteen, and the board shall be divided into three classes with
the term of office of one class expiring each year. The three classes of the
Company's Board of Directors are as equal in number as possible, with members
of each class having a term of office of three years. Accordingly, only those
directors of a single class can be changed in any one year, and it would take
three years to change the entire Board of Directors. The Company's Certificate
of Incorporation, in Article SIXTH thereof, provides that such Bylaw provisions
concerning a classified Board of Directors may not be amended, altered,
supplemented or repealed except by the affirmative vote of the holders of at
least 80% of the outstanding shares of the Company's capital stock entitled to
vote generally in the election of directors, considered for such purposes as
one class.
The Company's Restated Certificate of Incorporation, in Article FIFTH
thereof, requires the approval of the holders of 80% of the outstanding shares
of all classes of capital stock voting together as a single class for certain
transactions between the Company and a "Related Person" involving securities or
other property having a fair market value greater than $500,000. A "Related
Person" is any person (other than the Company or any subsidiary) who is the
beneficial owner of 10% or more of the Company's outstanding shares of capital
stock entitled to vote generally in the election of directors, considered for
such purpose as a single class. The transactions requiring such
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supermajority shareholder approval include (i) any merger or consolidation of
the Company with or into any other person or any merger of any other person
into the Company, (ii) any sale, lease, exchange or other disposition by the
Company of all or any substantial part of its assets to or with any other
person, or (iii) the issuance or transfer by the Company or any subsidiary of
the Company of any securities of the Company having voting power to any other
person in exchange for securities, cash or other property or a combination
thereof.
The 80% shareholder voting requirement does not apply to any such
transactions if, prior to the time that the Related Person became a Related
Person, the Company's Board of Directors shall by resolution have approved a
memorandum of understanding with such Related Person setting forth, at least
generally, the substance of the terms on which such transaction shall
thereafter be consumated.
The Company's Certificate of Incorporation also contains a "fair
price" provision, which is designed to insure that minority shareholders who do
not dispose of all of their Company stock in a takeover tender offer to acquire
the Company will not later be forced to sell or exchange their shares at a
lower price or receive a less desirable form of consideration.
The primary purpose of the above described provisions of the Company's
Certificate of Incorporation is to discourage other persons from attempting to
acquire control of the Company through the acquisition of a substantial number
of shares of capital stock followed by a forced merger, sale of assets or
similar transaction without negotiating with management. The provisions also
may serve to reduce the danger of possible conflicts of interest between a
substantial shareholder on the one hand and the Company and its other
shareholders on the other.
b. Preferred Stock.
The Board of Directors may, without further action by the
shareholders, issue one or more series of Preferred Stock, fix the dividend
rate, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), redemption prices, liquidation preferences
and other terms of any wholly unissued series of Preferred Stock and determine
the designation of and number of shares constituting any such unissued series.
No Preferred Stock of the Company is presently outstanding nor has the Board of
Directors fixed the terms of any series of Preferred Stock to be issued in the
future.
Item 2. Exhibits.
The securities described herein are to be registered on the New York
Stock Exchange, on which Exchange no other securities of the Company are
registered. The following Exhibits required in accordance with Part II to the
Instructions regarding Exhibits to Form 8-A have been duly filed with the New
York Stock Exchange and are not filed herewith.
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1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 27, 1992.
2. The Company's Quarterly Report on Form 10-Q for the quarters ended
March 28, 1993, June 27, 1993 and September 26, 1993.
3. Notice of Annual Meeting and Proxy Statement dated March 30, 1993
relating to the Company's Annual Meeting of Shareholders held on April
30, 1993.
4. The Company's Certificate of Incorporation and Bylaws, each as
amended.
5. Specimen of the Company's Common Stock Certificate.
6. The Company's Annual Report to Shareholders regarding the fiscal year
ended December 27, 1992.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 15, 1994
TELEFLEX INCORPORATED
By: /s/ Steven K. Chance
Steven K. Chance
Vice President, Secretary
and General Counsel
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