-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EjaAkJgrE/Y8OwgGLnq5B3s+I5ieKR+8aFZeXFEBg0CYl1iZEKa1NVrX/5ASh71S 6qqGrPCpWM5f29qgFPFnKg== 0000105770-96-000034.txt : 19960921 0000105770-96-000034.hdr.sgml : 19960921 ACCESSION NUMBER: 0000105770-96-000034 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960919 EFFECTIVENESS DATE: 19960919 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST CO INC CENTRAL INDEX KEY: 0000105770 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 231210010 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-12289 FILM NUMBER: 96632068 BUSINESS ADDRESS: STREET 1: 101 GORDON DR STREET 2: P O BOX 645 CITY: LIONVILLE STATE: PA ZIP: 19341-0645 BUSINESS PHONE: 6105942900 MAIL ADDRESS: STREET 1: 101 GORDON DRIVE STREET 2: PO BOX 645 CITY: LIONVILLE STATE: PA ZIP: 19341-0645 S-8 1 S-8NONQUALIFIED Registration No. 33 ------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________________________ THE WEST COMPANY, INCORPORATED (Exact name of issuer as specified in its charter) Pennsylvania 23-1210010 (State of Incorporation) (I.R.S. Employer Identification No.) 101 Gordon Drive Lionville, Pennsylvania 19341 (Address of Principal Executive Offices) (Zip Code) THE WEST COMPANY, INCORPORATED 1992 NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (Full title of the plan) John R. Gailey III, Esquire Vice President, General Counsel and Secretary The West Company, Incorporated 101 Gordon Drive Lionville, Pennsylvania 19341 (Name and address of agent for service) (610) 594-3319 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE -----------------------------------------------------------------
Proposed Proposed Title of Amount maximum maximum securities to be offering aggregate Amount of to be registered price per offering registration aggregate (1) share (2) price (2) fee ----------------------------------------------------------------- Common Stock, par value 100,000 $26.0625 $2,606,250 $898.71 $.25 per share shares
(1) This Registration Statement also registers such additional indeterminate number of shares of Common Stock or other securities as may become issuable by reason of the anti- dilution adjustment provisions of the Plan. (2) Estimated solely for purposes of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933 on the basis of $26.0625 per share, the average of the high and low prices of the Company's Common Stock as reported in the consolidated reporting system of the New York Stock Exchange on September 13, 1996. Incorporation of Previously Filed Registration Statement by Reference ----------------------------------------------------------------- The shares of Common Stock being registered hereby will be offered and sold pursuant to the terms of The West Company, Incorporated 1992 Non-Qualified Stock Option Plan for Non- Employee Directors (the "Plan"). A Registration Statement on Form S-8 (No. 33-61074) relating to the Plan has been filed with the Commission and is currently effective. The contents of such Registration Statements are incorporated herein by reference. Item 3. Incorporation of Documents by Reference. ------- The Company's 1995 Annual Report on Form 10-K for the year ended December 31, 1995 (Commission File No. 1-8036), the Company's Report on Form 10-Q for the quarter ending March 31, 1996 (Commission File No. 1-8036) and the Company's Report on Form 10-Q for the quarter ending June 30, 1996 (Commission File No. 1-8036) have been filed with the Securities and Exchange Commission and are incorporated herein by reference. All documents subsequently filed by the Company 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 hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents. Item 8. Exhibits. ------ -------- The following exhibits are filed herewith:
Exhibit No. Description ---------- ------------ 5 Opinion of General Counsel regarding legality of securities being registered. 23(a) Consent of Coopers & Lybrand 23(b) Consent of General Counsel (contained in opinion filed as Exhibit 5) 24 Powers of Attorney
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certified 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 Lionville, Township of Uwchlan, Commonwealth of Pennsylvania, on the 16th day of September, 1996. THE WEST COMPANY, INCORPORATED /s/ JOHN R. GAILEY III ----------------------------------------- John R. Gailey III Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date ---------- ----- ---- /s/ William G. Little Director, Chairman of the Board September 16, 1996 ---------------------------- President and Chief Executive William G. Little Officer (Principal Executive Officer) /s/ Anna Mae Papso Corporate Vice President September 16, 1996 ---------------------------- Accounting Services (Principal Anna Mae Papso Financial Officer and Principal Accounting Officer) /s/ Tenley E. Albright Director ---------------------------- Tenley E. Albright /s/ George W. Ebright Director ---------------------------- George W. Ebright /s/ George J. Hauptfuhrer, Jr. Director ---------------------------- George J. Hauptfuhrer, Jr. /s/ William H. Longfield Director By:/s/WILLIAM G.LITTLE ----------------------------- --------------------- William G. Little William H. Longfield Attorney-in-Fact September 16, 1996 /s/ John P. Neafsey Director ----------------------------- John P. Neafsey /s/ Monroe E. Trout ----------------------------- Director Monroe E. Trout /s/ J. Roffe Wike, II Director ----------------------------- J. Roffe Wike, II /s/ Geoffrey F. Worden Director ----------------------------- Geoffrey F. Worden
Powers of attorney authorizing William G. Little to execute this Registration Statement, and amendments thereto, for each of the directors of Registrant on whose behalf this Registration Statement is filed, have been executed and filed in Exhibit 24 to this Registration Statement. Exhibit Index ----------------
Page Number of Exhibit No. Description Registration Statement ----------- ----------- -------------------- 5 Opinion of General Counsel 6 23(a) Consent of Coopers & Lybrand 8 23(b) Consent of Corporate Counsel (contained in opinion filed as Exhibit 5) 24 Powers of Attorney 10 - 17
EX-5 2 EXHIBIT 5 September 16, 1996 The West Company, Incorporated 101 Gordon Drive Lionville, PA 19341 Re: 1992 Non-Qualified Stock Option Plan for Non-Employee Directors, Form S-8 Registration Statement ------------------------------------------------------- Gentlemen: This opinion is being delivered in connection with the preparation of a Registration Statement on Form S-8 (the Registration Statement ) being filed with the Securities and Exchange Commission under the Securities Act of 1993, as amended, relating to the offering of up to 100,000 shares (the Shares ) of its Common Stock, par value $0.25 per share, pursuant to the Company's 1992 Non-Qualified Stock Option Plan for Non-Employee Directors (the Plan ). I have examined the Plan and such corporate records and other documents and matters as I have considered appropriate to enable me to give this opinion. Based on the foregoing, it is my opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan, will be validly issued, fully paid and non-accessible. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, John R. Gailey III Vice President, General Counsel and Secretary JRG/cbd EX-23 3 EXHIBIT 23A CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of The West Company, Incorporated on this Form S-8 of our report dated February 23, 1996, on our audits of the consolidated financial statements of The West Company, Incorporated and Subsidiaries as of December 31, 1995 and 1994 and for the years ended December 31, 1995, 1994 and 1993, which report is included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. Coopers & Lybrand L.L.P. Philadelphia, Pennsylvania September 17, 1996 EX-24 4 EXHIBIT 24 POWER OF ATTORNEY ------------------ The undersigned hereby authorizes and appoints William G. Little and Raymond J. Land, and each of them, as his/her attorneys-in-fact to sign on his/her behalf and in his/her capacity as a director of The West Company, Incorporated, and to file, the Registration Statement for the registration of an additional 100,000 shares of Common Stock to be offered and sold pursuant to The West Company, Incorporated 1992 Non-Qualified Stock Option Plan and all amendments, exhibits and supplements thereto. Date: March 9, 1996 /s/ Tenley E. Albright ------------- ------------------------- Tenely E. Albright Director POWER OF ATTORNEY ------------------ The undersigned hereby authorizes and appoints William G. Little and Raymond J. Land, and each of them, as his/her attorneys-in-fact to sign on his/her behalf and in his/her capacity as a director of The West Company, Incorporated, and to file, the Registration Statement for the registration of an additional 100,000 shares of Common Stock to be offered and sold pursuant to The West Company, Incorporated 1992 Non-Qualified Stock Option Plan and all amendments, exhibits and supplements thereto. Date: March 9, 1996 /s/ George W. Ebright ------------- ------------------------- George W. Ebright Director POWER OF ATTORNEY ------------------ The undersigned hereby authorizes and appoints William G. Little and Raymond J. Land, and each of them, as his/her attorneys-in-fact to sign on his/her behalf and in his/her capacity as a director of The West Company, Incorporated, and to file, the Registration Statement for the registration of an additional 100,000 shares of Common Stock to be offered and sold pursuant to The West Company, Incorporated 1992 Non-Qualified Stock Option Plan and all amendments, exhibits and supplements thereto. Date: March 9, 1996 /s/ George J.Hauptfuhrer,Jr. ------------- ------------------------------ George J. Hauptfuhrer, Jr. Director POWER OF ATTORNEY ------------------ The undersigned hereby authorizes and appoints William G. Little and Raymond J. Land, and each of them, as his/her attorneys-in-fact to sign on his/her behalf and in his/her capacity as a director of The West Company, Incorporated, and to file, the Registration Statement for the registration of an additional 100,000 shares of Common Stock to be offered and sold pursuant to The West Company, Incorporated 1992 Non-Qualified Stock Option Plan and all amendments, exhibits and supplements thereto. Date: March 9, 1996 /s/ William H. Longfield ------------- ------------------------- William H. Longfield Director POWER OF ATTORNEY ------------------ The undersigned hereby authorizes and appoints William G. Little and Raymond J. Land, and each of them, as his/her attorneys-in-fact to sign on his/her behalf and in his/her capacity as a director of The West Company, Incorporated, and to file, the Registration Statement for the registration of an additional 100,000 shares of Common Stock to be offered and sold pursuant to The West Company, Incorporated 1992 Non-Qualified Stock Option Plan and all amendments, exhibits and supplements thereto. Date: March 9, 1996 /s/ John P. Neafsey ------------- ------------------------- John P. Neafsey Director POWER OF ATTORNEY ------------------ The undersigned hereby authorizes and appoints William G. Little and Raymond J. Land, and each of them, as his/her attorneys-in-fact to sign on his/her behalf and in his/her capacity as a director of The West Company, Incorporated, and to file, the Registration Statement for the registration of an additional 100,000 shares of Common Stock to be offered and sold pursuant to The West Company, Incorporated 1992 Non-Qualified Stock Option Plan and all amendments, exhibits and supplements thereto. Date: March 9, 1996 /s/ Monroe E. Trout ------------- ------------------------- Monroe E. Trout Director POWER OF ATTORNEY ------------------ The undersigned hereby authorizes and appoints William G. Little and Raymond J. Land, and each of them, as his/her attorneys-in-fact to sign on his/her behalf and in his/her capacity as a director of The West Company, Incorporated, and to file, the Registration Statement for the registration of an additional 100,000 shares of Common Stock to be offered and sold pursuant to The West Company, Incorporated 1992 Non-Qualified Stock Option Plan and all amendments, exhibits and supplements thereto. Date: March 9, 1996 /s/ J. Roffe Wike, II ------------- ------------------------- J. Roffe Wike, II Director POWER OF ATTORNEY ------------------ The undersigned hereby authorizes and appoints William G. Little and Raymond J. Land, and each of them, as his/her attorneys-in-fact to sign on his/her behalf and in his/her capacity as a director of The West Company, Incorporated, and to file, the Registration Statement for the registration of an additional 100,000 shares of Common Stock to be offered and sold pursuant to The West Company, Incorporated 1992 Non-Qualified Stock Option Plan and all amendments, exhibits and supplements thereto. Date: March 9, 1996 /s/ Geoffrey F. Worden ------------- ------------------------- Geoffrey F. Worden Director -----END PRIVACY-ENHANCED MESSAGE-----