-----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, GPCX+l8CkjVLnbhHfFOu+TtzEa/sk/kTj1c0f1qfuxIrBDbQ67BZ58qP753/MmTb LO8X6FwOOuVk/M6Cre5aLg== 0000105770-99-000026.txt : 19990520 0000105770-99-000026.hdr.sgml : 19990520 ACCESSION NUMBER: 0000105770-99-000026 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990519 EFFECTIVENESS DATE: 19990519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST PHARMACEUTICAL SERVICES 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: SEC FILE NUMBER: 333-78783 FILM NUMBER: 99630527 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 S8 FILING Registration No. _________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________________________ WEST PHARMACEUTICAL SERVICES, INC. (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) WEST PHARMACEUTICAL SERVICES, INC. 1999 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 West Pharmaceutical Services, Inc. 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 registered (1) share (2) price (2) fee ------------------------------------------------------------------ Common Stock, par value $.25 per 125,000 per share shares $32.81 $4,101,250 $1,140.15 ----------------------------------------------------------------- (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 1999 Non-Qualified Stock Option Plan for Non-Employee Directors. (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 $32.81 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 May 17, 1999. Item 3. Incorporation of Documents by Reference. The Company's 1998 Annual Report on Form 10-K for the year ended December 31, 1998 (Commission File No. 1-8036), and the Company's Report on Form 10-Q for the quarter ending March 31, 1999 (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 6. Indemnification of Directors and Officers The Company maintains a policy of insurance under which the respective directors and officers (as defined therein) of the Company are insured subject to specified exclusions and deductible and retention and maximum amounts against loss arising from any civil claim or claims which may be made against any director or officer (as so defined) of the Company by reason of any breach of duty, neglect, error, misstatement, misleading statement, omission or act done or wrongfully attempted or alleged to have been done while acting in their respective capacities. Section 8 of Article II of the Bylaws of the Company provides that a director shall not be personally liable for monetary damages for any action taken on of after January 27, 1987, or for failure to take any action on or after such date unless (i) the director has breached or failed to perform the duties of his office under Section 8363 of the Pennsylvania Directors Liability Act (Act 145 of 1986, P.L. 1458), relating to standard of care and justifiable reliance, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of Section 8 of Article II shall not apply to (i) any criminal statute, or (ii) the liability of a director for the payment of taxes due to local, state or federal law. Article IV of the Bylaws provides that the Company shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Company or serving as at the request of the Company as a director, officer, employee or agent of another entity. Such indemnification shall be against all expenses, judgments, fines and amounts paid in settlement of such proceedings to the extent that such person has not otherwise been indemnified and the power to give such indemnification has been granted by statute. For this purpose, the Board has the power to buy and maintain insurance at the Company's expense. Payment of expenses may be made to an indemnified person prior to the final disposition of an action. The Pennsylvania Directors Liability Act and the Pennsylvania Business Corporations Law authorize the indemnification set forth above if the actions of the person to be indemnified did not constitute willful misconduct or recklessness or, in the opinion of the Company, self-dealing. The character of the conduct of the person to be indemnified shall be determined by members of the Board not parties to such litigation, independent counsel or the shareholders of the Company. The obligation of the Company to indemnify a director, officer, employee or agent under Article IV constitutes a contract between the Company and such person, and no modification or repeal of any provision of Article IV will affect, to the detriment of the director, officer, employee or agent such obligations of the Company in connection with a claim based in any act or failure to act occurring before such modification or repeal. 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 PricewaterhouseCoopers LLP 23(b) Consent of General Counsel (contained in opinion filed as Exhibit 5) 24 Powers of Attorney Item 9. Undertakings 1. The undersigned registrant hereby undertakes: (a) 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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)(i) and (a)(ii) above do not apply if the registration statement is on Form S-3, Form S-8 and Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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. (b) 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. (c) 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. 2. 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 Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit 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. 3. 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Lionville, Township of Uwchlan, Commonwealth of Pennsylvania, on the 18th day of May, 1999. WEST PHARMACEUTICAL SERVICES, INC. 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 Chairman and ------------------- Chief Executive Officer William G. Little (Principal Executive Officer May 18, 1999 Senior Vice President, and ------------------- Chief Financial Officer Steven A. Ellers (Principal Financial Officer) May 18, 1999 Vice President and -------------------- Corporate Controller Anna Mae Papso (Principal Accounting Officer) May 18, 1999 /s/ Tenley E. Albright Director /s/ John W. Conway Director /s/ George W. Ebright Director /s/ L. Robert Johnson Director By: ________________ /s/ William H.Longfield Director John R. Gailey III Attorney-in-Fact /s/ John P. Neafsey Director May 18, 1999 /s/ Anthony Welters Director /s/ J. Roffe Wike, II Director /s/ Geoffrey F. Worden Director Powers of attorney authorizing John R. Gailey III 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 7 23(a) Consent of PricewaterhouseCoopers LLP 8 23(b) Consent of Corporate Counsel (contained in opinion filed as Exhibit 5) 24 Powers of Attorney 9 - 17 EX-5 2 SECCOVER May 18, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: West Pharmaceutical Services, Inc. (the "Company") 1999 Non-Qualified Stock Option Plan for Non-Employee Directors (the Plan) Registration Statement on Form S-8 (the Registration Statement Gentlemen: This opinion is being delivered in connection with the preparation of the Registration Statement being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the offering of up to 125,000 shares (the Shares ) of the Company s common stock, par value $0.25 per share, issuable upon exercise of options granted under 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-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, John R. Gailey III General Counsel JRG/gmr EX-23 3 PWCONSENTLTR Exhibit 23 (a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of West Pharmaceutical Services, Inc. of our report dated February 26, 1999 relating to the financial statements, which appear in the 1998 Annual Report to Shareholders of West Pharmaceutical Services, Inc.which is incorporated in West Pharmaceutical Services, Inc. Annual Report on Form 10K for the year ended December 31, 1998. /s/ PricewaterhouseCoopers LLP Philadelphia, PA May 19, 1999 EX-24 4 POWER OF ATTORNEYS POWER OF ATTORNEY ------------------- The undersigned hereby authorized and appoints William G. Little and John R. Gailey III, and each of them, as her attorneys-in-fact to sign on her behalf and in her capacity as a director of West Pharmaceutical Services, Inc., and to file, the Registration Statement for the registration of an additional 125,000 shares of Common Stock to be offered and sold pursuant to West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock Option Plan for Non-Employee Directors and all amendments, exhibits and supplements thereto. Date: 3/6/99 /s/ Tenley E. Albright -------------------------- Tenley E. Albright M.D. POWER OF ATTORNEY ------------------- The undersigned hereby authorized and appoints William G. Little and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Registration Statement for the registration of an additional 125,000 shares of Common Stock to be offered and sold pursuant to West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock Option Plan for Non-Employee Directors and all amendments, exhibits and supplements thereto. Date: 3/6/99 /s/ John W. Conway -------------------------- John W. Conway M.D. POWER OF ATTORNEY ------------------- The undersigned hereby authorized and appoints William G. Little and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Registration Statement for the registration of an additional 125,000 shares of Common Stock to be offered and sold pursuant to West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock Option Plan for Non-Employee Directors and all amendments, exhibits and supplements thereto. Date: 3/6/99 /s/ George W. Ebright -------------------------- George W. Ebright POWER OF ATTORNEY ------------------- The undersigned hereby authorized and appoints William G. Little and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Registration Statement for the registration of an additional 125,000 shares of Common Stock to be offered and sold pursuant to West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock Option Plan for Non-Employee Directors and all amendments, exhibits and supplements thereto. Date: 3/6/99 /s/ L. Robert Johnson -------------------------- L. Robert Johnson POWER OF ATTORNEY ------------------- The undersigned hereby authorized and appoints William G. Little and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Registration Statement for the registration of an additional 125,000 shares of Common Stock to be offered and sold pursuant to West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock Option Plan for Non-Employee Directors and all amendments, exhibits and supplements thereto. Date: 3/6/99 /s/ William H. Longfield -------------------------- William H. Longfield POWER OF ATTORNEY ------------------- The undersigned hereby authorized and appoints William G. Little and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Registration Statement for the registration of an additional 125,000 shares of Common Stock to be offered and sold pursuant to West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock Option Plan for Non-Employee Directors and all amendments, exhibits and supplements thereto. Date: 3/6/99 /s/ John P. Neafsey -------------------------- John P. Neafsey POWER OF ATTORNEY ------------------- The undersigned hereby authorized and appoints William G. Little and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Registration Statement for the registration of an additional 125,000 shares of Common Stock to be offered and sold pursuant to West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock Option Plan for Non-Employee Directors and all amendments, exhibits and supplements thereto. Date: 3/6/99 /s/ Anthony Welters -------------------------- Anthony Welters POWER OF ATTORNEY ------------------- The undersigned hereby authorized and appoints William G. Little and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Registration Statement for the registration of an additional 125,000 shares of Common Stock to be offered and sold pursuant to West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock Option Plan for Non-Employee Directors and all amendments, exhibits and supplements thereto. Date: 3/6/99 /s/ J. Roffe Wike, II -------------------------- J. Roffe Wike, II POWER OF ATTORNEY ------------------- The undersigned hereby authorized and appoints William G. Little and John R. Gailey III, and each of them, as his attorneys-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc., and to file, the Registration Statement for the registration of an additional 125,000 shares of Common Stock to be offered and sold pursuant to West Pharmaceutical Services, Inc. 1999 Non-Qualified Stock Option Plan for Non-Employee Directors and all amendments, exhibits and supplements thereto. Date: 3/6/99 /s/ Geoffrey F. Worden -------------------------- Geoffrey F. Worden -----END PRIVACY-ENHANCED MESSAGE-----