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