<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ___________, 1999.
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TELEFLEX INCORPORATED
(Exact name of Registrant as Specified in its Charter)
630 West Germantown Pike, Suite 450
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE PLYMOUTH MEETING, PENNSYLVANIA 19462 23-1147939
(State of Incorporation) (Address of principal executive offices) (Zip Code) (I.R.S. Employer
Identification No.)
</TABLE>
TELEFLEX INCORPORATED
DEFERRED COMPENSATION PLAN
(Full Title of the Plan)
Steven K. Chance, Esquire
Teleflex Incorporated
630 West Germantown Pike, Suite 450
Plymouth Meeting, Pennsylvania 19462
(name and address of agent for service)
(610) 834-6363
(Telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to
the agent for service to:
Herbert K. Zearfoss, Esquire
Teleflex Incorporated
155 South Limerick Road
Limerick, Pennsylvania 19468
(610) 948-2887
and
G. Daniel O'Donnell, Esquire
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103-2793
(215) 994-2762
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering aggregate registration
to be registered(1) registered price per obligation offering price(2) fee(3)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations $6,000,000.00 100% $6,000,000.00 $ 1,770.00
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The deferred compensation obligations are unsecured obligations of Teleflex
Incorporated to pay deferred compensation in the future in accordance with
the terms of the Teleflex Incorporated Deferred Compensation Plan for
certain eligible employees and members of the Board of Directors.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) based upon the maximum amount of compensation which may be
deferred under the Teleflex Incorporated Deferred Compensation Plan.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows: Proposed maximum aggregate offering price multiplied by
0.000295.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will be
sent or given to individuals eligible to participate in the Teleflex
Incorporated Deferred Compensation Plan (the "Plan") as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Copies of these documents (excluding exhibits) may be obtained without charge
upon written request directed to:
Herbert K. Zearfoss, Esquire
Teleflex Incorporated
630 West Germantown Pike, Suite 450
Plymouth Meeting, Pennsylvania 19462
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant filed or to be filed with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement as of their respective dates:
(a) The Registrant's annual report filed on Form 10-K filed on March
26, 1999, by the Registrant pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), for the fiscal year ended
December 27, 1998;
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or Section 15(d) of the Exchange Act since December 27, 1998; and
(c) All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered by this Registration Statement have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference into this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
<PAGE>
(d) ITEM 4. DESCRIPTION OF SECURITIES.
Under the Plan, the Registrant will provide eligible employees and
members of the Board of Directors the opportunity to enter into agreements for
the deferral of a specified percentage of their compensation and/or bonus award.
The obligations of the Registrant under such agreements (the "Obligations") will
be unsecured general obligations of the Registrant to pay the deferred
compensation in the future in accordance with the terms of the Plan, and will
rank pari passu with other unsecured and unsubordinated indebtedness of the
Registrant, from time to time outstanding.
The amount of compensation and/or bonus award to be deferred by each
participatory employee or member of the Board of Directors (a "Participant")
will be determined in accordance with the Plan based on elections by each
Participant. Each obligation will be payable on a date selected by the
Participant in accordance with the terms of the Plan or is payable upon death,
disability, retirement or termination of employment for any reason in a lump-sum
distribution, or in installments, at the election of the Participant, made in
accordance with the terms of the Plan.
Participants can elect to have earnings on their deferrals calculated
based on an "enhanced" fixed return (generally, the return on 5 year Treasury
Bonds plus 1.5%) or on notional investments in Common Stock of the Registrant.
There is no trading market for the Obligations. The Obligations are
not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment. Any attempt by any
person to transfer or assign benefits under the Plan, other than a claim for
benefits by a Participant or his or her beneficiary(ies), will be null and void.
The Obligations are not convertible into any other security of the
Registrant. No trustee has been appointed to take action with respect to the
Obligations and each participant in the Plan will be responsible for enforcing
his or her own rights with respect to the Obligations. The Registrant may
establish a grantor, or "rabbi", trust to serve as a source of funds from which
it can satisfy the obligations. Participants in the Plan will have no rights to
any assets held by a rabbi trust, except as general creditors of the Registrant.
Assets of any rabbi trust will at all times be subject to the claims of the
Registrant's general creditors.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as amended,
provides that under certain circumstances a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee
2
<PAGE>
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145 further provides that a corporation similarly may
indemnify any such person serving in any capacity who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation; except that no
indemnification can be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Delaware Court of Chancery or such other court in
which such action or suit was brought determines upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
that the Court of Chancery or such other court deems proper.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision does not eliminate or limit the liability
of a director (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
that involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (relating to unlawful
payment of dividends and unlawful stock purchase and redemption) or (iv) for any
transaction from which the director derived an improper personal benefit.
The Registrant's By-laws provide broadly for indemnification of the
officers, directors and employees of the Registrant to the extent that (i) such
person is not insured or otherwise indemnified and (ii) the power to so
indemnify has been or may be granted by statute. The Registrant maintains
directors' and officers' liability insurance, as permitted by its By-laws, with
a current policy limit of $15,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith and are incorporated by
reference as part of this Registration Statement:
4. Teleflex Incorporated Deferred Compensation Plan.
3
<PAGE>
5. Opinion of Dechert Price & Rhoads.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Dechert Price & Rhoads (included in Exhibit 5).
24. Powers of Attorney (set forth on signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
Undertakings required by Item 512(a)
of Regulation S-K
- -----------------
The undersigned Registrant 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 the Registration Statement (or the most
recent post-effective amendment thereof) that, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material information with 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 (i) and (ii) do not apply if 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 Section 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 that remain unsold at the termination of
the offering.
4
<PAGE>
Undertakings required by Item 512(b)
of Regulation S-K
- -----------------
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 (and 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 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.
Undertakings required by Item 512(h)
of Regulation S-K
- -----------------
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.
5
<PAGE>
SIGNATURES
The Registrant. 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 Plymouth Meeting, Commonwealth of Pennsylvania, on the 8th
day of March, 1999.
TELEFLEX INCORPORATED
By: /s/ David S. Boyer
------------------
David S. Boyer
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints David S. Boyer and Steven K. Chance, and each of them,
as such person's true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for such person and in such person's name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 under the
Securities Act, and to file the same with all exhibits thereto, and other
documents in connection 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, as
fully as to all intents and purposes as such person 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
thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the dates indicated.*
/s/ David S. Boyer
------------------
David S. Boyer
President, Principal Executive Officer and
Director
Date: March 8, 1999
/s/ Harold L. Zuber, Jr.
------------------------
Harold L. Zuber, Jr.
Vice President and Principal Financial
Officer
Date: March 8, 1999
6
<PAGE>
/s/ Lennox K. Black
-------------------
Lennox K. Black
Director
Date: March 8, 1999
/s/ Lewis E. Hatch, Jr.
-----------------------
Lewis E. Hatch, Jr.
Director
Date: March 8, 1999
/s/ Pemberton Hutchinson
------------------------
Pemberton Hutchinson
Director
Date: March 8, 1999
/s/ Palmer E. Retzlaff
----------------------
Palmer E. Retzlaff
Director
Date: March 8, 1999
/s/ Donald Beckman
------------------
Donald Beckman
Director
Date: March 8, 1999
/s/ Sigismundus W.W. Lubsen
---------------------------
Sigismundus W.W. Lubsen
Director
Date: March 8, 1999
/s/ James W. Stratton
---------------------
James W. Stratton
Director
Date: March 8, 1999
7
<PAGE>
/s/ Joseph S. Gonnella, M.D.
----------------------------
Joseph S. Gonnella, M.D.
Director
Date: March 8, 1999
/s/ Patricia C. Barron
----------------------
Patricia C. Barron
Director
Date: March 8, 1999
/s/ William R. Cook
-------------------
William R. Cook
Director
Date: March 8, 1999
Signatures representing the Registrant's
principal executive officer, its principal
financial officer and a majority of the
Registrant's Board of Directors*
8
<PAGE>
EXHIBIT INDEX
-------------
4. Teleflex Incorporated Deferred Compensation Plan.
5. Opinion of Dechert Price & Rhoads.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Dechert Price & Rhoads (included in Exhibit 5).
24. Powers of Attorney (set forth on signature page of this
Registration Statement).
<PAGE>
EXHIBIT NO. 4
TELEFLEX INCORPORATED
DEFERRED COMPENSATION PLAN
--------------------------
This is the TELEFLEX INCORPORATED DEFERRED COMPENSATION PLAN, as
amended and restated effective January 1, 1999 (the "Plan"), that Teleflex
Incorporated, a Delaware corporation (the "Corporation"), maintains to provide
its directors with a deferred compensation arrangement and that the Corporation
and its participating affiliates maintain to provide certain of their employees
with such an arrangement.
1. Effective Date. The Plan was effective January 1, 1995. This
--------------
amendment and restatement is effective January 1, 1999. "Fiscal Year" means each
twelve-consecutive month period beginning on January 1 and ending the following
December 31 during which the Plan is in effect.
2. Eligibility. Any director of the Corporation, and any employee of the
-----------
Corporation or a participating affiliate who is designated by the Corporation as
a Key (Management) Employee, shall be eligible to participate herein
(hereinafter referred to as a "Participant").
3. Annual Retainer Deferrals. Prior to the beginning of a Fiscal Year, a
-------------------------
Participant who is a director entitled to receive an annual retainer from the
Corporation for service on the Corporation's Board of Directors may elect to
defer receipt of any whole percent of his or her retainer payable during that
Fiscal Year.
4. Salary and Bonus Deferrals. Prior to the beginning of a Fiscal Year,
--------------------------
a Participant who is an employee may elect to defer receipt of any whole percent
(2% minimum to 50% maximum) of his or her base salary, commissions or other
regularly paid cash compensation payable during that Fiscal Year. In addition,
such a Participant may elect to defer receipt of any whole percentage (10%
minimum to 75% maximum) of his or her annual discretionary bonus which otherwise
would be payable during that Fiscal Year.
5. Restricted Stock and Option Deferrals.
-------------------------------------
a. Restricted Stock. Prior to the beginning of a Fiscal Year in
----------------
which a restricted stock award is scheduled to be made by the
Corporation's Board of Directors under the Teleflex Incorporated 1990
Stock Compensation Plan or any stock compensation plan subsequently
adopted by the Corporation (the "Stock Plan"), a Participant who is
potentially eligible to receive such an award in such year may elect to
defer receipt of any whole number of shares (10% minimum to 100%
maximum) of the award under this Plan. Any rule under the Stock Plan
relating to risk of forfeiture of shares awarded under the Stock Plan
shall continue to apply to any portion of an award the receipt of which
is deferred under this Plan.
<PAGE>
b. Options. A Participant may elect to defer receipt of shares which
-------
would otherwise be received upon the exercise of a nonqualified stock
option awarded under the Stock Plan in accordance with procedures
established by the Plan Administrative Committee and with the approval
of the Compensation Committee of the Corporation's Board of Directors.
c. Dividends and Stock Splits. Cash dividends paid with respect to
--------------------------
shares deferred under this Paragraph 5 and any cash paid in lieu of
fractional shares shall be deferred in the same manner as salary and
bonus deferrals under Paragraph 4. Stock dividends and stock splits paid
with respect to deferred shares shall also be deferred and held and paid
under the Plan, in the same manner as deferred shares.
6. Deferred Benefits. Any amounts deferred by a Participant pursuant to
-----------------
Paragraph 3 or Paragraph 4, and cash dividends and cash payable in lieu of a
fractional share that are deferred pursuant to Paragraph 5, and any shares
deferred by a Participant pursuant to Paragraph 5, as adjusted for stock
dividends and splits, shall constitute the deferred benefits ("Deferred
Benefits") payable hereunder. Deferred Benefits shall be credited to a notional
account ("Account") established for each Participant by the Committee.
7. Investments.
-----------
A Participant's Account (other than shares deferred under Paragraph 5)
shall be credited with earnings, gains and losses based on the Participant's
investment elections. The Participant's investment elections shall be made
annually and shall indicate (in 5% increments) how the Participant's Account
(other than shares deferred under Paragraph 5) and future amounts credited to
his or her Account should be deemed invested among the options available under
the Plan.
The investment options available under the Plan are:
a. Fixed Income Option. Amounts deemed invested in this option
-------------------
shall be credited with interest during a Fiscal Year at a rate equal to
1.5% plus the five-year U.S. Treasury Bond yield as published in the
Wall Street Journal on the last business day of the November preceding
-------------------
the beginning of the Fiscal Year. Such interest shall be credited on a
quarterly basis in arrears to Participants' Accounts.
b. Teleflex Common Stock Option. Amounts deemed invested in this
----------------------------
option will be valued as if the amounts were invested in shares of
Teleflex Incorporated common stock, par value $1 per share, and all
dividends received on such shares were reinvested in shares of such
stock.
8. Funding. In order to meet its obligations hereunder, the Corporation
-------
and any participating affiliate may, but shall not be required to, set aside or
earmark an amount necessary to provide for payment of Participants' Account
balances. In any event, the obligations
2
<PAGE>
of the Corporation and any participating affiliate hereunder shall constitute
general, unsecured obligations, payable solely out of their respective general
assets, and no Participant shall have any right to specific assets. This shall
be considered an "unfunded" arrangement for purposes of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
9. Distributions.
-------------
a. A Participant's Account balance shall be distributed or commence
to be distributed to a Participant within 30 days after (1) the date the
Participant dies, becomes disabled or terminates employment for any
other reason, or (2) the distribution date elected by the Participant
(an "Alternative Date"). The Alternative Date elected by a Participant
shall be no earlier than the first day of the fifth calendar year
following the date of the Participant's election. An Alternative Date
may be revised by the Participant, provided that (1) such revision
occurs at least twelve months prior to the original Alternative Date,
and (2) the new Alternative Date is no earlier than the first day of the
fifth calendar year following the date of such revision.
b. A Participant shall elect the manner in which his or her Account
balance will be distributed when he or she first elects to participate
in the Plan. Distribution may be made in a lump sum payment or in
approximately equal annual installments over either a five or ten-year
period. The form of payment elected may be revised by a Participant,
provided that such revision occurs at least twelve months prior to the
date on which payment of his or her Account balance is to commence.
c. The Corporation may permit a Participant to elect a distribution
prior to the time specified in subparagraph (a) under the circumstances
set forth in Treas. Reg. (S) 1.457-2 (h)(4) and (5), as determined by
the Committee.
d. The unpaid balance in a Participant's Account at his or her death
shall be paid to the beneficiary designated by the Participant or, in
the absence of an effective beneficiary designation, to his or her
estate.
10. Administration of the Plan. The Corporation shall appoint a Plan
--------------------------
Administrative Committee ("Committee"), which shall have full power and
authority to interpret, construe and administer the Plan and the Committee's
interpretation and construction hereof, and actions hereunder, or the amount or
recipient of the payment to be made herefrom, shall be binding and conclusive on
all persons for all purposes. In this connection, the Committee may delegate to
any individual, the duty to act for the Committee hereunder. No director,
officer or employee of the Corporation shall be liable to any person for any
action taken or omitted in connection with the interpretation and administration
of the Plan unless attributable to his or her own willful misconduct or lack of
good faith.
3
<PAGE>
11. Amendments.
----------
a. The Corporation, through the Compensation Committee of the
Corporation's Board of Directors, reserves the right to amend the Plan
at any time, in any manner whatsoever, after delivery of written
notification to all Participants then having an amount credited to an
Account hereunder of its intention and the effective date thereof;
provided, however, that no amendment shall have the effect of reducing a
Participant's Account balance before the later of the date of the
Compensation Committee's action or the effective date of the amendment,
as determined in accordance with the provisions of the Plan in effect
immediately before such date.
b. All amendments to the Plan shall be evidenced by a written
document executed by an executive officer of the Corporation.
12. Change of Control. If one of the events listed in Paragraphs 12a to
-----------------
12d occurs, the Corporation and each participating affiliate shall contribute to
a grantor trust meeting the requirements of section 671 of the Internal Revenue
Code of 1986, as amended, within 30 days thereafter, an amount equal to the
entire Account balance standing to the credit of each Participant who was a
director of or employed, or formerly employed, by them or any of them.
a. Any person, entity or group of persons, within the meaning of
section 13(d) or section 14(d) of the Securities Exchange Act of 1934
("Act"), or any comparable successor provisions shall acquire beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Act)
of 20 percent or more of either the outstanding shares of common stock
or the combined voting power of the Corporation's then outstanding
voting securities entitled to vote generally.
b. The approval by the stockholders of the Corporation of a
reorganization, merger, or consolidation, in each case, with respect to
which persons who were stockholders of the Corporation immediately prior
to such reorganization, merger or consolidation do not, immediately
thereafter, own more than 50 percent of the combined voting power in the
election of directors of the reorganized, merged or consolidated
Corporation.
c. A liquidation or dissolution of the Corporation's then
outstanding securities, or the liquidation or dissolution of the
Corporation or of the sale of all or substantially all of the
Corporation's assets.
d. A "Distribution Date" occurs under the Rights Agreement dated as
of January 11, 1999 between the Corporation and American Stock Transfer
& Trust Company, as Rights Agent.
13. Termination of the Plan. Continuance of the Plan is completely
-----------------------
voluntary, and is not assumed as a contractual obligation of the Corporation or
any participating affiliate. The Corporation and each participating affiliate,
having adopted the Plan, shall each have the
4
<PAGE>
right, at any time, to discontinue prospectively the Plan as to Participants
employed or formerly employed by each, or, in the case of the Corporation,
serving as a director, after delivery of written notification to the affected
Participants of such an intention and the effective date thereof; provided,
however, that any such termination shall not adversely affect a Participant's
Account balance as of the date of such termination.
14. Miscellaneous.
-------------
a. Title to and beneficial ownership of any assets, whether cash or
investments, that the Corporation or the participating affiliates may
set aside or earmark to meet their respective deferred obligations
hereunder, shall at all times remain in the Corporation or affiliate and
no Participant or beneficiary shall under any circumstances acquire any
property interest in any specific assets of the Corporation or
affiliate; provided, however, that legal title to any assets set aside
in trust shall be in the trustee of the trust. Nothing contained in the
Plan and no action taken pursuant to the provisions of the Plan shall
create or be construed to create a fiduciary relationship between the
Corporation or affiliate and any Participant or any other person. Any
funds that may be invested under the provisions of the Plan shall
continue for all purposes to be a part of the general funds of the
Corporation or an affiliate and no person other than the Corporation or
affiliate shall by virtue of the provisions of the Plan have any
interest in such funds. To the extent that any person acquires a right
to receive payments from the Corporation or an affiliate under the Plan,
such right shall be no greater than the right of any unsecured general
creditor of the Corporation or affiliate.
b. The right of the Participant or any other person to the payment
of deferred compensation or other benefits hereunder shall not be
assigned, transferred, pledged or encumbered except by will or by the
laws of descent and distribution.
c. If the Committee shall find that any person to whom any payment
is payable under the Plan is unable to care for his or her affairs
because of illness or accident, or is a minor, any payment due (unless a
prior claim therefor shall have been made by a duly appointed guardian,
committee or other legal representative) may be paid to the spouse, a
child, a parent, or a brother or sister, or to any person deemed by the
Committee to have incurred expense for such person otherwise entitled to
payment, in such manner and proportions as the Committee may determine.
Any such payment shall be a complete discharge of the liabilities of the
Corporation and its affiliates under the Plan.
d. Nothing contained herein shall be construed as conferring upon a
Participant the right to continue in the employ of the Corporation or an
affiliate in any capacity.
5
<PAGE>
e. The Plan shall be binding upon and inure to the benefit of the
Corporation and participating affiliates, and their successors and
assigns, and the Participants and their heirs, executors, administrators
and legal representatives.
15. The Plan shall be construed in accordance with, and governed by, the
law of the State of Delaware except to the extent that such law is superseded by
ERISA.
6
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this amendment and
restatement of the Plan to be executed and attested by its duly authorized
officers and has caused its seal to be affixed as of the date first above
written.
(CORPORATE SEAL) TELEFLEX INCORPORATED
Attest:
/s/ Herbert K. Zearfoss By: /s/ Stephen J. Gambone
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Secretary
Date: March 24, 1999
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7
<PAGE>
EXHIBIT NO. 5
[Letterhead of Dechert Price & Rhoads]
April 21, 1999
Board of Directors
Teleflex Incorporated
630 West Germantown Pike, Suite 450
Plymouth Meeting, Pennsylvania 19462
Re: Teleflex Incorporated Deferred Compensation Plan
------------------------------------------------
Dear Lady and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of $6,000,000 of Deferred Compensation Obligations that represent
unsecured obligations of the Company to pay deferred compensation in the future
(the "Obligations"). The Obligations are to be offered and sold under the
Teleflex Incorporated Deferred Compensation Plan (the "Plan").
We have acted as counsel for the Company and are familiar with the
actions taken by the Company in connection with the Plan. For purposes of this
opinion we have examined the Plan and such other documents, records,
certificates and other instruments as we have deemed necessary or appropriate
for the purposes of the opinion expressed herein.
Based on the foregoing, we are of the opinion that, when issued
pursuant to the terms of the Plan, the Obligations will be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms and the terms of the Plan, except as enforceability (i) may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting creditors' rights generally, and (ii) is subject to general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
<PAGE>
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Obligations while the Registration Statement is
in effect.
Very truly yours,
/s/ Dechert Price & Rhoads
DECHERT PRICE & RHOADS
<PAGE>
EXHIBIT NO. 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 related to the Teleflex Incorporated Deferred
Compensation Plan, of our report dated February 10, 1999, which appears on page
27 of the 1998 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 27, 1998. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page 11 of such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
March 31, 1999
