-----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, B2d4WayJYcDrIoTx4LceVc/P7IRHm0xAOEfs53jEUN6ptVGgJTSmefsO6Og3HZTB jAGdhCU6J/8qIl0hxCJDXg== 0000898431-99-000191.txt : 19991201 0000898431-99-000191.hdr.sgml : 19991201 ACCESSION NUMBER: 0000898431-99-000191 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991130 EFFECTIVENESS DATE: 19991130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEDYNE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001094285 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 251843385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-91785 FILM NUMBER: 99766533 BUSINESS ADDRESS: STREET 1: 1000 SIX PPG PLACE CITY: PITTSBURGH STATE: PA ZIP: 15222-5479 BUSINESS PHONE: 4123942800 MAIL ADDRESS: STREET 1: 1000 SIX PPG PLACE CITY: PITTSBURGH STATE: PA ZIP: 15222-5479 S-8 1 FORM S-8 Registration No. 333- ----------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- TELEDYNE TECHNOLOGIES INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 25-1843385 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2049 CENTURY PARK EAST LOS ANGELES, CALIFORNIA 90067-3101 (Address of principal executive offices) (Zip Code) TELEDYNE, INC. 401(K) PLAN (Full title of the plan) JOHN T. KUELBS SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY TELEDYNE TECHNOLOGIES INCORPORATED 2049 CENTURY PARK EAST LOS ANGELES, CALIFORNIA 90067-3101 (Name and address of agent for service) (310) 551-4302 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ================================================================================ TITLE OF PROPOSED PROPOSED AMOUNT OF SECURITIES AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE PER SHARE OFFERING PRICE - -------------------------------------------------------------------------------- Common Stock, par value $.01 per share 400,000(1) $9.94(2) $3,976,000 $1,049.67 - -------------------------------------------------------------------------------- (1) This Registration Statement also registers additional securities to be offered or issued upon adjustments or changes made to the registered securities by reason of any stock splits, stock dividends or similar transactions as permitted by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the "Securities Act"). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement covers an indeterminate number of interests to be offered or sold pursuant to the Teledyne, Inc. 401(k) Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The fee is calculated on the basis of the average of the high and low prices for the Registrant's Common Stock reported on the New York Stock Exchange on November 29, 1999. - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Registrant or Allegheny Teledyne Incorporated with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference into this Registration Statement: (i) the Registration Statement on Form 10, as amended, filed with the Commission (File No. 001-15295) (the "Form 10"); (ii) the Audited Financial Statements and supplemental schedules of the Teledyne, Inc. 401(k) Plan filed as part of the Allegheny Teledyne Incorporated Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 1998 (File No. 1-12001); and (iii) the description of the Registrant's Common Stock contained in the Form 10. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement from the date of filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement or by any document which constitutes part of the prospectus relating to the Teledyne, Inc. 401(k) Plan meeting the requirements of Section 10(a) of the Securities Act. ITEM 4. DESCRIPTION OF SECURITIES. The class of securities to be offered under this Registration Statement is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL") permits a Delaware corporation, in its certificate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Article SEVEN of the Registrant's Restated Certificate of Incorporation provides that no director of the Registrant shall be personally liable to the Registrant or its stockholders in accordance with the foregoing provisions of Section 102(b)(7). Under Section 145 of the DGCL, a Delaware corporation has the power to indemnify directors and officers under certain prescribed circumstances and, subject to certain limitations, against certain costs and expenses, including attorneys' fees, actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of being a director or officer of the Registrant if it is determined that the director or the officer acted in accordance with the applicable standard of conduct set forth in such statutory provision. Article EIGHT of the Registrant's Restated Certificate of Incorporation provides that any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or II-1 investigative, by reason of the fact that such person is or was a director or an officer of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent in any capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Registrant to the fullest extent authorized by the DGCL. The Registrant has purchased directors' and officers' liability insurance covering certain liabilities which may be incurred by the officers and directors of the Registrant in connection with the performance of their duties. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. None. ITEM 8. EXHIBITS. The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement: EXHIBIT NO. DESCRIPTION 4.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form 10/A-4 filed on November 10, 1999 (File No. 001-15295)). 4.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form 10/A-4 filed on November 10, 1999 (File No. 001-15295)). 5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality of the shares being registered hereunder. 5.2 Teledyne, Inc. 401(k) Plan Internal Revenue Service determination letter. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion filed as Exhibit 5.1). 24.1 Power of Attorney (set forth on the signature page of this Registration Statement). II-2 ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers of 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; (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; (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)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration Statement is on Form S-3, Form S-8 or 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 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. (3) 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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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. * * * (h) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act, 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 the City of Los Angeles, State of California, on this 29th day of November, 1999. TELEDYNE TECHNOLOGIES INCORPORATED By: /s/ Robert Mehrabian ------------------------------------- Robert Mehrabian President and Chief Executive Officer We, the undersigned directors and officers of Teledyne Technologies Incorporated do hereby constitute and appoint John T. Kuelbs and Melanie S. Cibik, or either of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act and any rules, regulations and requirements of the Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities and on the date(s) indicated: SIGNATURE CAPACITY DATE --------- -------- ---- /s/ Robert Mehrabian President and Chief Executive November 29, 1999 ----------------------- Officer (Principal Executive Robert Mehrabian Officer) and a Director /s/ Stefan C. Riesenfeld Executive Vice President and November 29, 1999 ----------------------- Chief Financial Officer Stefan C. Riesenfeld (Principal Financial Officer) /s/ Dale A. Schnittzer Controller (Principal November 29, 1999 ----------------------- Accounting Officer) Dale A. Schnittzer /s/ Robert P. Bozzone Director November 29, 1999 ----------------------- Robert P. Bozzone /s/ Paul S. Brentlinger Director November 29, 1999 ----------------------- Paul S. Brentlinger II-4 SIGNATURE CAPACITY DATE --------- -------- ---- /s/ Frank V. Cahouet Director November 29, 1999 ----------------------- Frank V. Cahouet /s/ Thomas A. Corcoran Director November 29, 1999 ----------------------- Thomas A. Corcoran /s/ Diane C. Creel Director November 29, 1999 ----------------------- Diane C. Creel /s/ C. Fred Fetterolf Director November 29, 1999 ----------------------- C. Fred Fetterolf /s/ Charles J. Queenan, Jr. Director November 29, 1999 --------------------------- Charles J. Queenan, Jr. II-5 Pursuant to the requirements of the Securities Act of 1933, the undersigned Plan Administrator of the Teledyne, Inc. 401(k) Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on November 29, 1999. TELEDYNE, INC. 401(k) PLAN ADMINISTRATIVE COMMITTEE By: /s/ Stefan C. Riesenfeld ------------------------ Stefan C. Riesenfeld II-6 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ------------ 4.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form 10/A-4 filed on November 10, 1999 (File No. 001-15295)). 4.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form 10/A-4 filed on November 10, 1999 (File No. 001-15295)). 5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality of the shares being registered hereunder. 5.2 Teledyne, Inc. 401(k) Plan Internal Revenue Service determination letter. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion filed as Exhibit 5.1). 24.1 Power of Attorney (set forth on the signature page of this Registration Statement). II-7 EX-5 2 EXHIBIT 5.1 Exhibit 5.1 November 29, 1999 Teledyne Technologies Incorporated 2049 Century Park East Los Angeles, California 90067-3101 Ladies and Gentlemen: We are counsel to Teledyne Technologies Incorporated (the "Company") and we have acted as counsel for the Company in connection with the preparation of the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of 1933, as amended, of 400,000 shares of the Company's common stock, par value $.01 per share (the "Shares"), which are to be issued from time to time to certain employees of the Company and its affiliates in connection with the Teledyne, Inc. 401(k) Plan (the "Plan"). We have examined the originals, certified copies or copies otherwise identified to our satisfaction as being true copies of the Plan and such other documents as we have deemed necessary or appropriate for purposes of this opinion. Based on the foregoing, we are of the opinion that the Shares have been duly and validly authorized and reserved for issuance, and that the Shares, when issued under the terms of the Plan, will be legally and validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Kirkpatrick & Lockhart LLP EX-5 3 EXHIBIT 5.2 Exhibit 5.2 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR 450 GOLDEN GATE AVENUE, MS 7-4-01 SAN FRANCISCO, CA 94102 Employer Identification Number: Date: 95-2282626 File Folder Number: 950009224 TELEDYNE, INC. Person to Contact: 1901 AVENUE OF THE STARS, STE. 1800 LINDA L. HOH LOS ANGELES, CA 90067-6046 Contact Telephone Number: (415) 522-6071 Plan Name: TELEDYNE SAVINGS ADVANTAGE Plan Number: 098 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination letter is applicable for the plan adopted on June 22, 1991. This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Richard R. Orosco Richard R. Orosco District Director Enclosures: Publication 794 Addendum EX-23 4 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 30, 1999 relating to the combined financial statements and financial statement schedule which appear in the Registration Statement on Form 10, as amended (No. 001-15295) of Teledyne Technologies Incorporated filed with the Securities and Exchange Commission. We also consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 11, 1999, with respect to the financial statements and supplemental schedules of the Teledyne, Inc. 401(k) Plan included in Allegheny Teledyne Incorporated's Annual Report on Form 10-K/A (Amendment No. 1) (File No. 1-12001) for the year ended December 31, 1998 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Ernst & Young LLP Pittsburgh, Pennsylvania November 29,1999 -----END PRIVACY-ENHANCED MESSAGE-----