As filed with the Securities and Exchange Commission on April 30, 2001
Registration No. 33-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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 No.)
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 1990 STOCK COMPENSATION PLAN
(Full title of the plan)
- - - - - - - - - - -
STEVEN K. CHANCE
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
TELEFLEX INCORPORATED
SUITE 450
630 WEST GERMANTOWN PIKE
PLYMOUTH MEETING, PENNSYLVANIA 19462
(610) 834-6363
(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:
JOAN W. SCHWARTZ, ESQ.
TELEFLEX INCORPORATED
155 SOUTH LIMERICK ROAD
LIMERICK, PENNSYLVANIA 19468
(610) 948-2812
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of Securities to Amount to be offering price aggregate offering Amount of
be registered registered (1) per unit (2) price (2) registration fee
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Common Stock, $1.00
par value per share 1,698,000 shares $46.08 $78,243,840 $19,561
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(1) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers an indeterminate number of additional shares as may
hereafter be offered or issued pursuant to the Plan to prevent dilution
resulting from stock splits, stock dividends or similar transactions
effected without receipt of consideration.
(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
1,698,000, the maximum number of shares issuable under the Plan that are
covered by this Registration Statement, by $46.08, the average of the high
and low prices of the Common Stock as reported on the New York Stock
Exchange on April 23, 2001, within five business days prior to April 30,
2001.
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. 33-34753) filed on May 10, 1990.
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
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Herbert K. Zearfoss, Esquire (contained in his
opinion filed as Exhibit 5(a) to this Registration Statement)
99 Teleflex Incorporated 1990 Stock Compensation Plan, as revised
and restated as of November 1, 1999
Item 9. UNDERTAKINGS
Not applicable.
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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
27th of April 2001.
TELEFLEX INCORPORATED
By: /s/ Lennox K. Black
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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 27th day of April 2001.
Signature Title
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/s/ Lennox K. Black Director, Chairman of the Board
---------------------------------- and Chief Executive Officer
Lennox K. Black (Principal Executive Officer)
/s/ Harold L. Zuber Vice President and Chief Financial Officer
---------------------------------- (Principal Financial Officer)
Harold L. Zuber, Jr.
/s/ Stephen Gambone Controller and Chief Accounting Officer
---------------------------------- (Principal Accounting Officer)
Stephen Gambone
/s/ Patricia C. Barron Director
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Patricia C. Barron
/s/ Donald Beckman Director
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Donald Beckman
/s/ William R. Cook Director
----------------------------------
William R. Cook
/s/ Joseph S. Gonnella Director
---------------------------------
Joseph S. Gonnella, M.D.
/s/ Sigismundus W. W. Lubsen Director
---------------------------------
Sigismundus W. W. Lubsen
/s/ Palmer E. Retzlaff Director
---------------------------------
Palmer E. Retzlaff
/s/ James W. Stratton Director
---------------------------------
James W. Stratton
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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5 (a) Opinion of Herbert K. Zearfoss, Esquire
23 (a) Consent of PricewaterhouseCoopers LLP, independent accountants
23 (b) Consent of Herbert K. Zearfoss, Esquire (contained in
Exhibit 5 (a))
99 Teleflex Incorporated 1990 Stock Compensation Plan, as revised
and restated as of November 1, 1999
II-3