<PAGE>
As filed with the Securities and Exchange Commission on _______________, 2000
Registration No.____
===============================================================================
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
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Suite 450
630 West Germantown Pike
Plymouth Meeting, Pennsylvania 19462
(610) 834-6301
(Address of Principal Executive Offices) (Postal Code)
----------------
Teleflex Incorporated
Global Employee Stock Purchase Plan
(Full Title of the Plan)
----------------
Lennox K. Black
Chairman and Chief Executive Officer
Teleflex Incorporated
Suite 450
630 West Germantown Pike
Plymouth Meeting, Pennsylvania 19462
(610) 834-6301
(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>
========================================================================================================================
Amount Proposed Proposed Amount of
Title of Each Class of to be Maximum Offering Maximum Aggregate Registration
Securities to be Registered Registered(1) Price Per Share (2) Offering Price Fee
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Teleflex Incorporated Common Stock,
par value $1.00 per share 100,000 Shares $36.5625 $3,656,250 $966
========================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
statement registers such indeterminate number of additional shares as may
become issuable under the anti-dilution provisions contained in the Plan.
(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 100,000,
the maximum number of shares issuable under the Teleflex Incorporated
Global Employee Stock Purchase Plan that are covered by this Registration
Statement, by $36.56, the average of the high and low prices of the Common
Stock as reported on the New York Stock Exchange on June 23, 2000, within
five business days prior to June 30, 2000.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this registration
statement: (i) the annual report of Teleflex Incorporated (the "Company") for
the fiscal year ended December 26, 1999 filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (ii)
all reports filed by the Company pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Company's latest
annual report; and (iii) the description of the Company's Common Stock contained
in the registration statement filed by the Company to register its Common Stock
under Section 12 of the Securities Exchange Act of 1934, as amended (the
"Securities Exchange Act"), including any amendment or report filed for the
purpose of updating such description. All documents filed by the Company after
the date of this registration statement pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
(that indicates all securities offered have been sold or deregisters all
securities then remaining unsold), shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities
Not applicable.
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 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
<PAGE>
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
Exhibit
Number Name
------- ----
4 Teleflex Incorporated Global Employee Stock Purchase Plan
5 Opinion of Counsel as to the legality of the securities being
registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel (included in Opinion filed as Exhibit 5)
Item 9. Undertakings
(a) 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 of 1933;
(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;
(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 (a)(1)(i) and (a)(1)(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 by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
2
<PAGE>
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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.
3
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SIGNATURES
The Registrant. 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
12th of June, 2000.
TELEFLEX INCORPORATED
(Registrant)
By: /s/ Lennox K. Black
------------------------------
Lennox K. Black, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 12th day of June, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
S\ Lennox K. Black Director, Chairman and Chief Executive Officer
----------------------------------- (Principal Executive Officer)
Lennox K. Black
S\ Harold L. Zuber, Jr. Vice President and Chief Financial Officer
------------------------------------ (Principal Financial and Accounting Officer)
Harold L. Zuber, Jr.
S\ Patricia C. Barron Director
------------------------------------
Patricia C. Barron
S\ Donald Beckman Director
------------------------------------
Donald Beckman
S\ William R. Cook Director
------------------------------------
William R. Cook
S\ Joseph S. Gonnella Director
------------------------------------
Joseph S. Gonnella
S\ Pemberton Hutchinson Director
------------------------------------
Pemberton Hutchinson
Director
------------------------------------
Sigismundus W. W. Lubsen
S\ Palmer E. Retzlaff Director
------------------------------------
Palmer E. Retzlaff
S\ James W. Stratton Director
------------------------------------
James W. Stratton
</TABLE>
4
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
---------- ----------------------
4 Teleflex Incorporated Global Employee Stock Purchase Plan
5 Opinion of Counsel as to the legality of the securities being
registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel (included in Opinion filed as Exhibit 5)
