8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) – February 15, 2006

________________________

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 (see General Instruction A.2. below):

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 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

Attached hereto as Exhibit 99.1 is unaudited pro forma condensed consolidated financial information for West Pharmaceutical Services, Inc. and subsidiaries for the year ended December 31, 2004 and the nine months ended September 30, 2005. Such information is being filed for purposes of incorporation by reference into the Company’s Registration Statement on Form S-3 (Registration No. 333-128438) filed under the Securities Act of 1933, as amended.

(c) Exhibits

99.1 Unaudited pro forma condensed consolidated financial information.

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

February 15, 2006

EXHIBIT INDEX

Description

99.1 Unaudited pro forma condensed consolidated financial information.

EX-99

Exhibit 99.1

West Pharmaceutical Services, Inc. and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

The following unaudited pro forma condensed consolidated financial statements are presented to illustrate the effects of the acquisition by West Pharmaceutical Services, Inc. (“West”) of certain assets of The Tech Group, Inc. (“Tech”) for approximately $140.5 million in cash, including the retirement of outstanding indebtedness. West purchased substantially all of the assets of Tech, including all of the shares of Tech’s wholly owned subsidiaries in the United States, Puerto Rico, Ireland and Mexico. The acquisition was accounted for under the purchase method of accounting as prescribed in Statement of Financial Accounting Standard No. 141, “Business Combinations”. An unaudited pro forma condensed consolidated balance sheet is not necessary since the acquisition is included in West’s consolidated balance sheet as of September 30, 2005. The unaudited pro forma condensed consolidated statement of operations for the fiscal year ended December 31, 2004, was prepared as if the acquisition had occurred as of January 1, 2004. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2005, was prepared as if the acquisition had occurred as of January 1, 2005. The historical financial information has been adjusted to give effect to pro forma items that are: (1) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the consolidated results.

The unaudited pro forma adjustments are based upon available information and assumptions that West believes are reasonable. Management has finalized the valuation as of December 31, 2005. The notes to the unaudited pro forma condensed consolidated financial statements provide a more detailed discussion of how such adjustments were derived and presented in the unaudited pro forma condensed consolidated financial statements. Such financial statements have been compiled from historical financial statements and other information, but do not purport to represent what West’s financial position or results of operations actually would have been had the transactions occurred on the dates indicated, or to project West’s financial performance for any future periods. The unaudited pro forma condensed consolidated financial statements and related notes thereto should be read in conjunction with West’s historical consolidated financial statements as previously filed on West’s Annual Report on Form 10-K for the year ended December 31, 2004, on West’s Quarterly Report on Form 10-Q for the period ended September 30, 2005, and the historical consolidated financial statements of Tech previously filed in the Current Report on Form 8-K/A dated August 3, 2005.

PROFORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

West Pharmaceutical Services, Inc. and Subsidiaries

Twelve Months Ended December 31, 2004

(in thousands, except per share data)	West Pharmaceutical Services, Inc.		The Tech Group, Inc.			Pro Forma Adjustments				Pro Forma Consolidated
Net sales	$	541,600	$	117,400		$	—			$	659,000
Cost of goods sold		385,700		104,400			800		A		490,900
Gross profit		155,900		13,000			(800	)			168,100
Selling, general and administrative expenses		105,200		12,600			2,000		B		119,800
Restructuring and impairment charges		1,000		—			—				1,000
Other expense (income), net		1,500		(500	)		—				1,000
Operating profit		48,200		900			(2,800	)			46,300
Interest expense, net		7,000		—			6,400		C		13,400
Income before income taxes		41,200		900			(9,200	)			32,900
Provision for income taxes		11,100		300			(3,200	)	D		8,200
Income from consolidated operations		30,100		600			(6,000	)			24,700
Equity in net income of affiliated companies		3,400		—			—				3,400
Income from continuing operations	$	33,500	$	600		$	(6,000	)		$	28,100
Net income per share from continuing operations:
Basic	$	1.12								$	0.94
Assuming dilution	$	1.09								$	0.91
Average common shares outstanding		29,955									29,955
Average shares assuming dilution		30,842									30,842
Dividends declared per common share	$	0.43								$	0.43

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

West Pharmaceutical Services, Inc. and Subsidiaries

Nine Months Ended September 30, 2005

(in thousands, except per share data)	West Pharmaceutical Services, Inc.		Historical The Tech Group, Inc. 1/1/05 – 5/20/05		Pro Forma Adjustments				Pro Forma Consolidated
Net sales	$	504,000	$	62,000	$	—			$	566,000
Cost of goods sold		363,200		52,200		300		A		415,700
Gross profit		140,800		9,800		(300	)			150,300
Selling, general and administrative expenses		86,400		5,000		1,000		B		92,400
Other expense (income), net		1,200		200		—				1,400
Operating profit		53,200		4,600		(1,300	)			56,500
Interest expense, net		8,500		—		2,400		C		10,900
Income before income taxes		44,700		4,600		(3,700	)			45,600
Provision for income taxes		14,200		800		(500	)	D		14,500
Income from consolidated operations		30,500		3,800		(3,200	)			31,100
Equity in net income of affiliated companies		1,900		—		—				1,900
Income from continuing operations	$	32,400	$	3,800	$	(3,200	)		$	33,000
Net income per share from continuing operations
Basic	$	1.05							$	1.07
Assuming dilution	$	1.00							$	1.02
Average common shares outstanding		30,988								30,988
Average shares assuming dilution		32,401								32,401
Dividends declared per common share	$	0.34							$	0.34

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

West Pharmaceutical Services, Inc. and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

(in thousands, except share and per share data)

On May 20, 2005, West completed its acquisition of substantially all of the assets of the Tech Group, Inc. (“Tech”), including the outstanding stock of, or other equity interests in, Tech’s wholly owned subsidiaries in the United States, Puerto Rico, Ireland and Mexico. West did not acquire Tech’s ownership interest in Tech Group Asia. Tech provides contract design, tooling and manufacturing services and solutions using plastic injection molding and component assembly processes for the medical device, pharmaceutical, diagnostic and general healthcare and consumer industries. The total purchase price was $140,500, of which $7,100 was held in an escrow account (restricted cash) at September 30, 2005. This restricted cash will be paid to the sellers contingent on the performance of a specific product line during the sellers’ fiscal year ending June 26, 2006.

The purchase accounting allocation of the purchase price is as follows:

Inventories	$	7,000
Accounts receivable		20,800
Other current assets		8,000
Property, plant and equipment, net		49,000
Goodwill		18,000
Intangible assets		53,200
Other noncurrent assets		300
Current liabilities		(21,000	)
Noncurrent liabilities and deferred taxes		(1,900	)
Cash paid to sellers	$	133,400

A - Record depreciation expense for acquired fixed assets based on the fair values determined at the time of acquisition. Depreciation expense is calculated on a straight line basis over 35 years for buildings, 10 years for machinery and equipment and 3 years for automobiles and computer equipment. Leasehold improvements are depreciated on a straight line basis over the shorter of their estimated useful lives or their respective lease term as defined in FAS 13.

B - Record amortization expense for intangible assets based on the fair values determined at the time of acquisition. Amortization expense is calculated on a straight line basis over the remaining useful life of each asset. Trademarks are considered to have indefinite lives, therefore no amortization is calculated. Customer contracts and customer relationships have useful lives of 20 and 25 years, respectively.

C – Record interest expense at 4.5% for $140,500 borrowed under the revolver agreement for the acquisition. The estimated rate of 4.5% is based on the borrowing agreement (LIBOR plus applicable interest rate “spread”). In addition, amortization of loan origination fees of less than $100 was recorded for the periods.

D – Record income taxes based on statutory rates in effect in the various countries of operation.