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As filed with the Securities and Exchange Commission on May 31, 2000
Registration No. 33-
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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)
Delaware 23-1147939
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
630 West Germantown Pike
Suite 450
Plymouth Meeting, Pa 19462
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(Address of Principal Executive Offices) (Zip Code)
2000 STOCK COMPENSATION PLAN
(Full title of the plan)
Steven K. Chance, Esquire
Vice President and General Counsel
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)
Copy to:
Donald Beckman, Esquire
Saul, Ewing, Remick & Saul LLP
Centre Square West
1500 Market Street, 38th Floor
Philadelphia, Pa 19102-2186
(215) 972-7777
See next page for calculation of registration fee.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed Maximum Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of Registration Fee (5)
be Registered Registered Per Share Offering Price
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<S> <C> <C> <C> <C>
Common Stock, Par 3,612,558 (1) $ 34.875 (3) $133,659,316.06 $35,286.06
Value $ 1.00 Per Share
387,442 (2) $ 28.250 (4)
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4,000,000
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</TABLE>
(1) Represents shares issuable pursuant to grants not yet made under the
Teleflex Incorporated 2000 Stock Compensation Plan.
(2) Represents shares issuable upon exercise of options previously granted but
not yet exercisable under the Teleflex Incorporated 2000 Stock
Compensation Plan.
(3) The registration fee with respect to these shares has been computed in
accordance with paragraphs (c) and (h) of Rule 457, based upon, the
average of the reported high and low sale prices of shares of Common Stock
on May 24, 2000.
(4) The registration fee with respect to these shares has been computed in
accordance with paragraphs (c) and (h) of Rule 457, based upon the stated
exercise price of such options.
(5) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows: Proposed maximum aggregate offering price multiplied
by 0.000264.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.(1)
Item 2. Registrant Information and Employee Plan Annual Information.(1)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated
by reference in this registration statement; and all documents subsequently
filed by Teleflex pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part
thereof from the date of filing of such documents:
(a) Teleflex's annual report filed on Form 10-K filed on
March 23, 2000, pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, for the
fiscal year ended December 26, 1999;
(c) All other reports filed by the Registrant pursuant to
Section 13(a)or Section 15(d) of the Exchange Act
since December 26, 1999; and
(b) The description of Teleflex's Common Stock which is
contained in any Registration Statement or report of
Teleflex filed under the Securities Exchange Act of
1934, including any amendments or reports filed for
the purposes of updating such description.
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(1) The information called for by Part I of Form S-8 is currently included in
the description of the Teleflex Incorporated 2000 Stock Compensation Plan (the
"Plan") which has been or will be delivered to each employee selected to
participate in the Plan in accordance with Rule 428 under the Securities Act of
1933, as amended. Pursuant to the Note to Part I of Form S-8, this information
is not being filed with this Form S-8.
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
1
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Item 4. Description of Securities.
Not applicable.
Item 5. Interest 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 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.
Teleflex's Certificate of Incorporation limits the liability of directors of
Teleflex to the maximum extent provided by Section 102(b)(7).
2
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Teleflex's By-laws provide broadly for indemnification of the officers,
directors and employees of Teleflex 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. Teleflex maintains directors' and officers' liability
insurance, as permitted by its By-laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of the
Registration Statement:
5 Opinion of Saul, Ewing, Remick & Saul LLP
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants
23.2 Consent of Saul, Ewing, Remick & Saul LLP (contained in
Exhibit No. 5)
24 Power of Attorney (included on signature page of the
Registration Statement)
99 Teleflex Incorporated 2000 Stock Compensation Plan
3
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Item 9. Undertakings.
A. Rule 415 Offering.
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 propectus required by section
10(a)(3) of the Securities Act of 1933 ("Securities Act"), unless the
information required to be included in such post-effective amendment is
contained in a periodic report required to be filed by the registrant or plan
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
("Exchange Act") that is incorporated herein by reference;
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, unless the information required to be included in such
post-effective amendment is contained in a periodic report required to be filed
by the registrant or plan pursuant to Section 13 or 15(d) of the Exchange Act
that is incorporated herein by reference;
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;
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. Filings Incorporating Subsequent Exchange Act Documents By
Reference.
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, 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 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.
4
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C. Filing Of Registration Statement On Form S-8
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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Teleflex certifies that it has reasonable grounds to believe that it meets 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 May 31, 2000.
Teleflex Incorporated
By: /s/ Lennox K. Black
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Lennox K. Black
Chairman of the Board
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on May 31, 2000, by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Lennox K. Black Chairman of the Board, May 31, 2000
------------------------------ (Principal Executive Officer)
Lennox K. Black
/s/ Harold L. Zuber, Jr. Vice President and May 31, 2000
------------------------------ Chief Financial Officer
Harold L. Zuber, Jr. (Principal Financial Officer)
/s/ Stephen J. Gambone Controller and May 31, 2000
------------------------------ Chief Accounting Officer
Stephen J. Gambone (Principal Accounting Officer)
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on May 31, 2000, by Steven K. Chance
as Attorney-in-Fact for a majority of the Board of Directors as of the date
indicated below.
Patricia C. Barron, Director
Donald Beckman, Director
William R. Cook, Director
Joseph S. Gonnella, MD, Director
Sigismundus W. W. Lubsen, Director
Pemberton Hutchinson, Director
James W. Stratton, Director
Palmer E. Retzlaff, Director
Dated: May 31, 2000 By: /s/ Steven K. Chance
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Steven K. Chance, Attorney-In-Fact
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lennox K. Black and Steven K. Chance, or
either of them, his true and lawful attorneys-in-fact, with power of
substitution and resubstitution, to execute in the name of such person, in his
capacity as a director or officer of Teleflex Incorporated, any and all
amendments to this Registration Statement on Form S-8 and all instruments
necessary or incidental in connection therewith, and to file the same with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or his substitute, may do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Patricia C. Barron Director May 31, 2000
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Patricia C. Barron
/s/ Donald Beckman Director May 31, 2000
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Donald Beckman
/s/ William R. Cook Director May 31, 2000
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William R. Cook
/s/ Joseph S. Gonnella, MD Director May 31, 2000
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Joseph S. Gonnella, MD
/s/ Sigismundus W. W. Lubsen Director May 31, 2000
----------------------------
Sigismundus W. W. Lubsen
/s/ Pemberton Hutchinson Director May 31, 2000
-------------------------------
Pemberton Hutchinson
/s/ James W. Stratton Director May 31, 2000
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James W. Stratton
/s/ Palmer E. Retzlaff Director May 31, 2000
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Palmer E. Retzlaff
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Name of Document
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5 Opinion of Saul, Ewing, Remick & Saul LLP
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants
23.2 Consent of Saul, Ewing, Remick & Saul LLP (contained in
Exhibit No. 5)
24 Power of Attorney (included on signature page of the
Registration Statement)
99 Teleflex Incorporated 2000 Stock Compensation Plan
