8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 2 TO

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) – May 20, 2005

________________________

WEST PHARMACEUTICAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

_____________________

Pennsylvania	1-8036		23-1210010
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
101 Gordon Drive, PO Box 645, Lionville, PA		19341-0645
(Address of principal executive offices)		(Zip Code)

610-594-2900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or address, if changed since last report)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets

On May 25, 2005, West Pharmaceutical Services, Inc. (“West”) filed a Current Report on Form 8-K (the “Form 8-K”) reporting that it had completed the acquisition of The Tech Group, Inc. (“TGI”), a privately owned company headquartered in Scottsdale, Arizona. On August 3, 2005, West filed financial statements and pro forma financial information of TGI in an amendment to the Form 8-K (the “Form 8-K/A”). Exhibit 99.2 of the Form 8-K/A containing the unaudited interim period financial statements for the nine month period ended March 26, 2005 omitted certain income statement and cash flow information for the comparative nine-month period of the prior year. The revised unaudited interim period financial statements are filed as Exhibit 99.2 to this Amendment No. 2 to the Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of the Business Acquired

Attached hereto as Exhibit 99.2 is the unaudited condensed consolidated balance sheet of TGI as of March 26, 2005 and the unaudited condensed consolidated statements of operations and cash flows and related notes thereto, for the nine month periods ending March 26, 2005 and March 27, 2004.

(c) Exhibits

99.2 Unaudited interim period financial statements of TGI.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEST PHARMACEUTICAL SERVICES, INC.

/s/ William J. Federici

William J. Federici

Vice President and Chief Financial Officer

September 7, 2005

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EXHIBIT INDEX

Description

99.2 Unaudited financial statements of TGI.

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EX-99

Exhibit 99.2

THE TECH GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 26, 2005

THE TECH GROUP, INC. AND SUBSIDIARIES

Table of Contents

Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheet	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Cash Flows	5
Notes to Condensed Consolidated Financial Statements	6

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The Tech Group, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(in thousands)

	3/26/2005
ASSETS
Current assets:
Cash, including cash equivalents	$	780
Accounts receivable, net of allowance		21,059
Inventories		6,429
Deferred income taxes		35
Other current assets		6,225
Total current assets		34,528
Property, plant and equipment		89,127
Less accumulated depreciation and amortization		49,448
		39,679
Investments in and advances to affiliated companies		253
Goodwill		8,003
Other intangible assets		852
Other assets		96
Total Assets	$	83,411
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	3,081
Current portion of capital lease obligations		444
Notes payable		132
Accounts payable		12,798
Accrued expenses:
Salaries, wages and benefits		3,566
Income taxes payable		1,395
Other current liabilities		5,057
Total current liabilities		26,473
Long-term debt, less current portion		12,285
Capital lease obligations		518
Deferred income taxes		129
Other long-term liabilities		403
Minority interest		1,214
Shareholders’ equity		42,389
Total Liabilities and Shareholders’ Equity	$	83,411

See accompanying notes to condensed consolidated financial statements.

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The Tech Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands)

	Nine Months Ended
	3/26/05		3/27/04
Net sales	$	100,158	$	68,959
Cost of goods sold		87,924		62,887
Gross profit		12,234		6,072
Selling, general and administrative expenses		9,810		7,760
Other expense, net		42		(960	)
Operating profit (loss)		2,382		(728	)
Interest expense, net		453		9
Income (loss) before income taxes and minority interest		1,929		(737	)
Provision for income taxes		323		21
Income (loss) before minority interest		1,606		(758	)
Minority interest		116		197
Net income (loss)	$	1,490	$	(955	)

See accompanying notes to condensed consolidated financial statements.

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The Tech Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

	Nine Months Ended
	3/26/05			3/27/04
Operating activities
Net income (loss)	$	1,490		$	(955	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		7,293			5,742
Provision for doubtful accounts		(170	)		(33	)
Provision for inventory allowances		(4	)		(64	)
Loss on disposal of property, plant and equipment		44			170
Minority interest in net income of consolidated subsidiary		116			197
Income from unconsolidated subsidiary		(16	)		(37	)
Deferred income taxes		—			(62	)
Deferred compensation		21			(946	)
Changes in operating assets and liabilities
Accounts receivable		(5,176	)		(2,513	)
Inventories		(1,429	)		(1,084	)
Prepaid expenses and other		262			(1,643	)
Accounts payable		1,430			(976	)
Accrued expenses		1,660			541
Net cash provided by (used in) operating activities		5,521			(1,663	)
Investing activities
Purchases of property, plant and equipment		(6,839	)		(3,925	)
Proceeds from sale of property, plant and equipment		81			1,913
Acquisition of business, net of cash received		—			(2,000	)
Dividend received from investment		1,852			—
Increase in other assets		(667	)		—
Net cash used by investing activities		(5,573	)		(4,012	)
Financing activities
Payments on notes payable, long-term debt, and capital lease obligations		(4,999	)		(1,347	)
Proceeds from note payable and long-term debt		188			3,783
Net cash provided by (used in) financing activities		(4,811	)		2,436
Effect of exchange rate changes on cash and cash equivalents		530			300
Net decrease in cash and cash equivalents		(4,333	)		(2,939	)
Cash and cash equivalents, beginning of period		5,113			11,044
Cash and cash equivalents, end of period	$	780		$	8,105

See accompanying notes to condensed consolidated financial statements.

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THE TECH GROUP, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 26, 2005

(In Thousands)

1. The interim consolidated financial statements for the nine-month period ended March 26, 2005 should be read in conjunction with the consolidated financial statements and notes thereto of The Tech Group, Inc. and Subsidiaries, (“the Company”), appearing in the Company’s June 26, 2004 report.

These financial statements have been prepared pursuant to the requirements of a purchase and sale agreement between West Pharmaceutical Services, Inc. (“West”) and the Company. On May 20, 2005, West acquired the Company excluding the investment in The Tech Group Asia, Ltd.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The financial statements represent a carve-out of the acquired company from other interests of the seller.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries in the United States, Puerto Rico, and Mexico and its majority owned subsidiary in Ireland (80%).

All significant intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, the unaudited condensed consolidated financial statements, contain all adjustments, consisting only of normal recurring accruals and adjustments, necessary for a fair presentation of the Company’s financial position as of March 26, 2005 and the results of operations and cash flows for the periods ended March 26, 2005 and March 27, 2004. The results of operations for any interim period are not necessarily indicative of results for the full year.

2. Inventories at March 26, 2005 were as follows:

	3/26/05
Finished goods	$	3,823
Work in process		52
Raw materials		2,554
	$	6,429

3.Comprehensive income (loss) for the nine months ended March 26, 2005 and March 27, 2004 was as follows: 

	3/26/05		3/27/04
Net income (loss)	$	1,490	$	(955	)
Foreign currency translation adjustments		2,382		401
Comprehensive income (loss)	$	3,872	$	(554	)

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