-----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, G/3n8W7IJUZEnwdCBNcRQQE2ov59eIpJBJWYFLBK3mQMH0JTMniz+xr6TnyzXYps tBS5AEMzFo8iziCCSDai4g== 0000950154-02-000170.txt : 20020508 0000950154-02-000170.hdr.sgml : 20020508 ACCESSION NUMBER: 0000950154-02-000170 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020508 EFFECTIVENESS DATE: 20020508 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: 1933 Act SEC FILE NUMBER: 333-87802 FILM NUMBER: 02637953 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 FORMER COMPANY: FORMER CONFORMED NAME: WEST CO INC DATE OF NAME CHANGE: 19990405 S-8 1 westpharm-s8_53391keyemp.txt WEST PHARNACEUTICAL S-8 FILING Registration No. _________ UNITED STATES 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 3-12 10010 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 101 Gordon Drive Lionville, Pennsylvania 19341 (Address of Principal Executive Offices) (Zip Code) 1998 KEY EMPLOYEE INCENTIVE COMPENSATION PLAN (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 ========================================================================================================================== Title of securities Amount to be Proposed Proposed Amount of to be registered registered maximum offering maximum registration fee price per share (1) aggregate offering price (1) - -------------------------------------------------------------------------------------------------------------------------- Common Stock, 400,000 Par value Shares $28.865 $11,546,000 $1,070 $.25 per share ==========================================================================================================================
(1) 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 $28.865 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 3, 2002. INCORPORATION OF PREVIOUSLY FILED REGISTRATION STATEMENT BY REFERENCE The shares of the common stock, par value, $.25 per share, ("Common Stock") of West Pharmaceutical Services, Inc. (the "Company") being registered hereby will be offered and sold pursuant to the terms of the Company's 1998 Key Employee Incentive Compensation Plan (the "Plan"). A Registration Statement on Form S-8 (No. 33-53817) has been filed with the Commission and is currently effective. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in this registration statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 2001 (Commission File No. 1-8036). (b) The description of the Common Stock contained in the Company's Registration Statement on Form 8-A filed on October 17, 1980 (Commission File No. 1-8036). 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, as amended, 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 in this Registration Statement 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 PricewaterhouseCoopers LLP 23(b) Consent of General Counsel (contained in opinion filed as Exhibit 5) 24 Powers of Attorney Page 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 the Borough of Lionville, Commonwealth of Pennsylvania, on the 2nd day of May, 2002. WEST PHARMACEUTICAL SERVICES, INC. By: /s/J. R. Gailey John R. Gailey III Vice President 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/Donald E. Morel, Jr. President and Chief Executive Officer May 2, 2002 Donald E. Morel, Jr. (Principal Executive Officer) /s/L. R. Altemus Vice President and Chief Financial Officer May 2, 2002 Linda R. Altemus (Principal Financial Officer) /s/Joseph E. Abbott Vice President and Controller May 2, 2002 Joseph E. Abbott (Principal Accounting Officer) /s/Donald E. Morel, Jr. Director May 2, 2002 Donald E. Morel, Jr. /s/William G. Little Director May 2, 2002 William G. Little ---- /s/ Tenley E. Albright* Director | /s/ John W. Conway* Director | /s/ George W. Ebright* Director | /s/ L. Robert Johnson* Director | By: /s/J. R. Gailey John R. Gailey III /s/ William H. Longfield* Director | Attorney-in-Fact May 2, 2002 /s/ John P. Neafsey* Director | /s/ Anthony Welters* 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. Page 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 5 Opinion of General Counsel 23(a) Consent of PricewaterhouseCoopers LLP 23(b) Consent of Corporate Counsel (contained in opinion filed as Exhibit 5) 24 Powers of Attorney Page 4 EX-5 3 westpharm-ex5_53391.txt EXHIBIT 5 [West Pharmaceutical Services Letterhead - omitted] Exhibit 5 --------- May 6, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: 1998 Key Employee Incentive Compensation Plan (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 400,000 shares (the "Shares") of the common stock, par value $0.25 per share, of West Pharmaceutical Services, Inc. that may be issued 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, /s/J. R. Gailey John R. Gailey III General Counsel EX-23 4 westpharmex23a_53391.txt EXHIBIT 23(A) Exhibit 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 2002 relating to the financial statements, which appears in the 2001 Annual Report to Shareholders of West Pharmaceutical Services, Inc., which is incorporated by reference in West Pharmaceutical Services, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Philadelphia, PA May 6, 2002 EX-24 5 westpharm-ex24_53391.txt EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned hereby authorizes and appoints John R. Gailey III as his or her attorney-in-fact to sign on his or her behalf and in his or her capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-8 for the registration of 400,000 shares of the Company's Common Stock, par value $.25 per share, to be offered and sold pursuant to the Company's 1998 Key Employee Incentive Compensation Plan and all amendments, exhibits and supplements thereto. Date: 04/30/2002 /s/Tenley E. Albright Tenley E. Albright POWER OF ATTORNEY ----------------- The undersigned hereby authorizes and appoints John R. Gailey III as his or her attorney-in-fact to sign on his or her behalf and in his or her capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-8 for the registration of 400,000 shares of the Company's Common Stock, par value $.25 per share, to be offered and sold pursuant to the Company's 1998 Key Employee Incentive Compensation Plan and all amendments, exhibits and supplements thereto. Date: 4/30/2002 /s/John W. Conway John W. Conway POWER OF ATTORNEY ----------------- The undersigned hereby authorizes and appoints John R. Gailey III as his or her attorney-in-fact to sign on his or her behalf and in his or her capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-8 for the registration of 400,000 shares of the Company's Common Stock, par value $.25 per share, to be offered and sold pursuant to the Company's 1998 Key Employee Incentive Compensation Plan and all amendments, exhibits and supplements thereto. Date: 04/30/2002 /s/George W. Ebright George W. Ebright POWER OF ATTORNEY ----------------- The undersigned hereby authorizes and appoints John R. Gailey III as his or her attorney-in-fact to sign on his or her behalf and in his or her capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-8 for the registration of 400,000 shares of the Company's Common Stock, par value $.25 per share, to be offered and sold pursuant to the Company's 1998 Key Employee Incentive Compensation Plan and all amendments, exhibits and supplements thereto. Date: 04/30/2002 /s/L. Robert Johnson L. Robert Johnson POWER OF ATTORNEY ----------------- The undersigned hereby authorizes and appoints John R. Gailey III as his or her attorney-in-fact to sign on his or her behalf and in his or her capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-8 for the registration of 400,000 shares of the Company's Common Stock, par value $.25 per share, to be offered and sold pursuant to the Company's 1998 Key Employee Incentive Compensation Plan and all amendments, exhibits and supplements thereto. Date: 04/30/2002 /s/William H. Longfield William H. Longfield - - POWER OF ATTORNEY ----------------- The undersigned hereby authorizes and appoints John R. Gailey III as his or her attorney-in-fact to sign on his or her behalf and in his or her capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-8 for the registration of 400,000 shares of the Company's Common Stock, par value $.25 per share, to be offered and sold pursuant to the Company's 1998 Key Employee Incentive Compensation Plan and all amendments, exhibits and supplements thereto. Date: 04/30/2002 /s/John P. Neafsey John P. Neafsey POWER OF ATTORNEY ----------------- The undersigned hereby authorizes and appoints John R. Gailey III as his or her attorney-in-fact to sign on his or her behalf and in his or her capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-8 for the registration of 400,000 shares of the Company's Common Stock, par value $.25 per share, to be offered and sold pursuant to the Company's 1998 Key Employee Incentive Compensation Plan and all amendments, exhibits and supplements thereto. Date: 04/30/2002 /s/Anthony Welters Anthony Welters POWER OF ATTORNEY ----------------- The undersigned hereby authorizes and appoints John R. Gailey III as his or her attorney-in-fact to sign on his or her behalf and in his or her capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-8 for the registration of 400,000 shares of the Company's Common Stock, par value $.25 per share, to be offered and sold pursuant to the Company's 1998 Key Employee Incentive Compensation Plan and all amendments, exhibits and supplements thereto. Date: 04/30/2002 /s/Geoffrey F. Worden Geoffrey F. 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