-----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, JutiETYgn3pmTQ+8D6leetF9HddbMcdJmkZgsR0RAVpmgQpYB8qQQpUp/jh4cBJ5 AdEViWnM1VuwleACalvv9g== 0000950152-03-004510.txt : 20030423 0000950152-03-004510.hdr.sgml : 20030423 20030423171105 ACCESSION NUMBER: 0000950152-03-004510 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030423 EFFECTIVENESS DATE: 20030423 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: 1933 Act SEC FILE NUMBER: 333-104712 FILM NUMBER: 03660606 BUSINESS ADDRESS: STREET 1: 2049 CENTURY PARK E STREET 2: #1500 CITY: LOS ANGELES STATE: CA ZIP: 90067-3101 BUSINESS PHONE: 310-277-3311 MAIL ADDRESS: STREET 1: 2049 CENTURY PARK E STREET 2: #1500 CITY: LOS ANGELES STATE: CA ZIP: 90067-3101 S-8 1 j0047901sv8.txt FORM S-8 TELEDYNE TECHNOLOGIES INC. Registration No. _______________ - ------------------------------------------------------------------------------- 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 incorporation or organization) Identification No.) 12333 WEST OLYMPIC BOULEVARD LOS ANGELES, CALIFORNIA 90064 (Address of principal executive offices) TELEDYNE TECHNOLOGIES INCORPORATED 1999 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN (Full title of the plan) JOHN T. KUELBS SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY TELEDYNE TECHNOLOGIES INCORPORATED 12333 WEST OLYMPIC BOULEVARD LOS ANGELES, CALIFORNIA 90064 (Name and address of agent for service) (310) 893-1600 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
========================================================================================================================== TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE - -------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per 200,000(1)(2) $13.635 $2,727,000 (3) $220.89 share ==========================================================================================================================
(1) This Registration Statement also registers additional securities to be offered or issued upon adjustment 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"). (2) Includes preferred stock purchase rights. Prior to the occurrence of certain events, the preferred stock purchase rights will not be evidenced separately from the common stock. (3) Estimated solely for the purpose of calculating the registration fee under Rule 457(h), based on the average of the high and low prices for the Registrant's Common Stock reported on the New York Stock Exchange on April 21, 2003. - ------------------------------------------------------------------------------- EXPLANATORY NOTE This Registration Statement is being filed to register an additional 200,000 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 Non-Employee Director Compensation Plan, as amended. The earlier Registration Statement on Form S-8 filed by the Registrant with the Commission on November 30, 1999 (File No. 333-91791) 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. 2 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 December 29, 2002 and (ii) 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 Non-Employee Director Compensation Plan, as amended (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 Melanie S. Cibik regarding the legality of the shares being registered. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Melanie S. Cibik (included in the Opinion filed as Exhibit 5.1). 24.1 Power of Attorney. 24.2 Power of Attorney. 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 23rd day of April, 2003. TELEDYNE TECHNOLOGIES INCORPORATED By: /s/ Robert Mehrabian ------------------------------------------ Robert Mehrabian Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date(s) indicated:
Signature Capacity Date --------- -------- ---- /s/Robert Mehrabian Chairman, President and Chief Executive April 23, 2003 - -------------------------------- Officer (Principal Executive Officer) Robert Mehrabian /s/ Robert J. Naglieri Senior Vice President and Chief Financial April 23, 2003 - -------------------------------- Officer (Principal Financial Officer) Robert J. Naglieri /s/ Dale A. Schnittjer Vice President and Controller (Principal April 23, 2003 - -------------------------------- Accounting Officer) Dale A. Schnittjer * Director April 23, 2003 - -------------------------------- Robert P. Bozzone * Director April 23, 2003 - -------------------------------- Frank V. Cahouet * Director April 23, 2003 - -------------------------------- Diane C. Creel
4
Signature Capacity Date --------- -------- ---- * Director April 23, 2003 - -------------------------------- Charles Crocker * Director April 23, 2003 - -------------------------------- Paul D. Miller * Director April 23, 2003 - -------------------------------- Charles H. Noski * Director April 23, 2003 - -------------------------------- Charles J. Queenan, Jr. * Director April 23, 2003 - -------------------------------- Michael T. Smith * /s/ Melanie S. Cibik - -------------------------------- Melanie S. Cibik Pursuant to Powers of Attorney
5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 5.1 Opinion of Melanie S. Cibik LLP regarding the legality of the shares being registered. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Melanie S. Cibik LLP (included in the Opinion filed as Exhibit 5.1). 24.1 Power of Attorney. 24.2 Power of Attorney. 6 EX-5.1 3 j0047901exv5w1.txt EXHIBIT 5.1 Exhibit 5.1 April 23, 2003 Teledyne Technologies Incorporated 12333 West Olympic Boulevard Los Angeles, California 90064 Ladies and Gentlemen: I am Vice President and Associate General Counsel to Teledyne Technologies Incorporated (the "Company") and I 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 an additional 200,000 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 non-employee directors of the Company in connection with the Teledyne Technologies Incorporated 1999 Non-Employee Director Stock Compensation Plan, as amended (the "Plan"). I have examined the originals, certified copies or copies otherwise identified to my satisfaction as being true copies of the Plan and such other documents as I have deemed necessary or appropriate for purposes of this opinion. Based on the foregoing, I am 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. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Melanie S. Cibik Melanie S. Cibik Vice President and Associate General Counsel Teledyne Technologies Incorporated EX-23.1 4 j0047901exv23w1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Teledyne Technologies Incorporated 1999 Non-Employee Director Stock Compensation Plan of our report dated January 28, 2003, with respect to the consolidated financial statements and schedule of Teledyne Technologies Incorporated included in its Annual Report (Form 10-K) for the year ended December 29, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Los Angeles, California April 22, 2003 EX-24.1 5 j0047901exv24w1.txt EXHIBIT 24.1 Exhibit 24.1 POWER OF ATTORNEY Teledyne Technologies Incorporated 1999 Non-Employee Director Stock Compensation 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 Non-Employee Director Stock Compensation Plan, as amended ("Form S-8"), which registers up to an additional 200,000 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 or prior Form S-8 filed with respect to the plan), 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 February 25, 2003. /s/ Robert Mehrabian Chairman, President and Chief Executive Officer - --------------------------- (Principal Executive Officer) and Director Robert Mehrabian - --------------------------- Senior Vice President and Chief Financial Robert J. Naglieri Officer (Principal Financial Officer) - --------------------------- Vice President and Controller Dale A. Schnittjer (Principal Accounting Officer) /s/ Robert P. Bozzone Director - --------------------------- Robert P. Bozzone /s/ Frank V. Cahouet Director - --------------------------- Frank V. Cahouet /s/ Diane C. Creel Director - --------------------------- Diane C. Creel Director - --------------------------- Charles Crocker /s/ Paul D. Miller Director - --------------------------- Paul D. Miller /s/Charles H. Noski Director - --------------------------- Charles H. Noski /s/ Charles J. Queenan, Jr. Director - --------------------------- Charles J. Queenan, Jr. /s/ Michael T. Smith Director - --------------------------- Michael T. Smith EX-24.2 6 j0047901exv24w2.txt EXHIBIT 24.1 Exhibit 24.2 POWER OF ATTORNEY Teledyne Technologies Incorporated 1999 Non-Employee Director Stock Compensation Plan Form S-8 Registration Statement The undersigned director of Teledyne Technologies Incorporated, a Delaware corporation ("TDY"), does hereby constitute and appoint John T. Kuelbs and Melanie S. Cibik, or either of them, his 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 Non-Employee Director Stock Compensation Plan, as amended ("Form S-8"), which registers up to an additional 200,000 shares of TDY's Common Stock, par value $0.01 per share, in his name and on his behalf in his capacity as a director of TDY as listed below, and to do any and all acts or things, in his name and on his behalf in his capacity as a director 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 or prior Form S-8 filed with respect to the plan), and the undersigned does 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 this February 27, 2003. /s/ Charles Crocker Director - ------------------------ Charles Crocker -----END PRIVACY-ENHANCED MESSAGE-----