-----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, FsvanEMRSvca4Uw3v0Fy6LweovFinUZSxm6v/z558QYORXkt0n/2ro87SDdmvbhj mVcjcXaZYm/ElTNehhsK8A== /in/edgar/work/0000898432-00-000681/0000898432-00-000681.txt : 20000928 0000898432-00-000681.hdr.sgml : 20000928 ACCESSION NUMBER: 0000898432-00-000681 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000926 EFFECTIVENESS DATE: 20000926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEDYNE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001094285 STANDARD INDUSTRIAL CLASSIFICATION: [8711 ] IRS NUMBER: 251843385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46630 FILM NUMBER: 728938 BUSINESS ADDRESS: STREET 1: 2049 CENTURY PARK E CITY: LOS ANGELES STATE: CA ZIP: 90067-3101 BUSINESS PHONE: 3102773311 MAIL ADDRESS: STREET 1: 1000 SIX PPG PLACE CITY: PITTSBURGH STATE: PA ZIP: 15222-5479 S-8 1 0001.txt 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 incorporation or organization) (I.R.S. Employer Identification No.) 2049 CENTURY PARK EAST, 15TH FLOOR 90067-3101 LOS ANGELES, CALIFORNIA (Zip Code) (Address of principal executive offices)
TELEDYNE TECHNOLOGIES INCORPORATED 1999 INCENTIVE 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 1,710,230 $25.66 (1) $43,884,501.80 $11,585.51 $.01 per share ====================================================================================== (1) 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 September 22, 2000. - --------------------------------------------------------------------------------------
EXPLANATORY NOTE This Registration Statement is being filed to register an additional 1,710,230 shares of Common Stock, par value $.01 per share (the "Common Stock"), of Teledyne Technologies Incorporated (the "Registrant") as a result of an increase in the number of shares of Common Stock issuable under the Teledyne Technologies Incorporated 1999 Incentive Plan. The earlier Registration Statement on Form S-8 filed by the Registrant with the Commission on January 14, 2000 (File No. 333-94739) is hereby incorporated by reference. This incorporation by reference is made pursuant to General Instruction E of Form S-8 regarding the registration of additional securities of the same class as other securities for which there has been filed a Registration Statement on Form S-8 relating to the same employee benefit plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. EXHIBITS. The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), are incorporated by reference into this Registration Statement: (i) the Registrant's Annual Report on Form 10-K filed with the Commission for the fiscal year ended January 2, 2000 (File No. 001-15295), (ii) the Registrant's Quarterly Reports on Form 10-Q filed with the Commission for the quarterly periods ended April 2, 2000 and July 2, 2000 (File No. 001-15295), and (iii) the description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 10, as amended, filed with the Commission (File No. 001-15295). 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, 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 Technologies Incorporated 1999 Incentive Plan (the "Plan") meeting the requirements of Section 10(a) of the Securities Act. ITEM 8. EXHIBITS. The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement: EXHIBIT NO. DESCRIPTION ---------- ----------- 5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality of the shares being registered. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion filed as Exhibit 5.1). 24.1 Power of Attorney. II - 1 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 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 26th day of September, 2000. TELEDYNE TECHNOLOGIES INCORPORATED By: /s/ Robert Mehrabian ---------------------------------- Robert Mehrabian President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement 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 September 26, 2000 --------------------- Officer (Principal Executive Robert Mehrabian Officer) and a Director /s/ Dale A. Schnittjer Acting Chief Financial September 26, 2000 ---------------------- Officer, Treasurer and Dale A. Schnittjer Controller (Principal Financial Officer/Principal Accounting Officer) * __________________________ Director September 26, 2000 Robert P. Bozzone * __________________________ Director September 26, 2000 Paul S. Brentlinger * __________________________ Director September 26, 2000 Frank V. Cahouet
II-2
SIGNATURE CAPACITY DATE --------- -------- ---- * _________________________ Director September 26, 2000 Thomas A. Corcoran * _________________________ Director September 26, 2000 Diane C. Creel _________________________ Director September 26, 2000 C. Fred Fetterolf * _________________________ Director September 26, 2000 Charles J. Queenan, Jr. * /s/ Melanie S. Cibik ---------------------- Pursuant to a Power of Attorney Pursuant to a Power of Attorney filed as Exhibit 24.1
II-3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ---------- ----------- 5.1 Opinion of Kirkpatrick and Lockhart LLP regarding the legality of the shares being registered. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion filed as Exhibit 5.1). 24.1 Power of Attorney II-4 EX-5.1 2 0002.txt Exhibit 5.1 September 26, 2000 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 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of 1933, as amended, of 1,710,230 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 and certain non-employees who render significant services to the Company and its affiliates in connection with the Teledyne Technologies Incorporated 1999 Incentive 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. Yours truly, /s/ Kirkpatrick & Lockhart LLP EX-23.1 3 0003.txt Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Teledyne Technologies Incorporated 1999 Incentive Plan of our report dated January 26, 2000, with respect to the consolidated financial statements and schedule which appear in the Annual Report on Form 10-K (No. 001-15295), of Teledyne Technologies Incorporated filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Los Angeles, California September 26, 2000 EX-24.1 4 0004.txt EXHIBIT 24.1 POWER OF ATTORNEY Teledyne Technologies Incorporated 1999 Incentive Plan-- Form S-8 Registration Statement The undersigned directors and officers of Teledyne Technologies Incorporated, a Delaware corporation ("TDY"), do hereby constitute and appoint John T. Kuelbs and Melanie S. Cibik, or either of them, our true and lawful attorneys and agents, to execute, file and deliver a Registration Statement on Form S-8 (or other appropriate form) with respect to the Teledyne Technologies Incorporated 1999 Incentive Plan, as amended ("Form S-8"), which registers up to 4,460,500 shares of TDY's Common Stock, par value $0.01 per share, in our name and on our behalf in our capacities as directors and officers of TDY as listed below, and to do any and all acts or things, in our name and on our behalf in our capacities as directors and officers of TDY as listed below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable TDY to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the Form S-8 (including without limitation executing, filing and delivering any amendments to the Form S-8), and the undersigned 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. Witness the due execution hereof as of September 26, 2000.
/s/ Thomas A. Corcoran Chairman and Director - ---------------------------------- Thomas A. Corcoran /s/ Robert Mehrabian President and Chief Executive Officer - ---------------------------------- (Principal Executive Officer) and Director Robert Mehrabian /s/ Dale A Schnittjer Acting Chief Financial Officer, Treasurer and Controller - ---------------------------------- (Principal Executive Officer) and Director Dale A. Schnittjer /s/ Robert P. Bozzone Director - ---------------------------------- Robert P. Bozzone /s/ Paul S. Brentlinger Director - ---------------------------------- Paul S. Brentlinger /s/ Frank V. Cahouet Director - ---------------------------------- Frank V. Cahouet /s/ Diane C. Creel Director - ---------------------------------- Diane C. Creel C. Fred Fetterolf /s/ Charles J. Queenan, Jr. Director - ---------------------------------- Charles J. Queenan, Jr.
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