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.) |
1049 Camino Dos Rios
Thousand Oaks, California 91360
(Address of principal executive offices)
AMENDED AND RESTATED TELEDYNE TECHNOLOGIES INCORPORATED
2014 INCENTIVE AWARD PLAN
(Full title of the plan)
Melanie S. Cibik
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
Teledyne Technologies Incorporated
1049 Camino Dos Rios
Thousand Oaks, California 91360
(Name and address of agent for service)
(805) 373-4545
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
Amount to be registered(1) |
Proposed maximum offering price per share |
Proposed offering price |
Amount of registration fee | ||||
Common Stock, par value $.01 per share |
2,500,000(2) | $130.52(3) | $326,300,000 | $37,818.17 | ||||
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(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) | The Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan, formerly known as the Teledyne Technologies Incorporated 2014 Incentive Award Plan (as amended and restated, the Amended Plan) authorizes the issuance of an aggregate of (a) 2,500,000 shares, which are being registered hereunder, plus (b) the number of shares of Common Stock available for future issuance under the Teledyne Technologies Incorporated 2014 Incentive Award Plan (the Existing 2014 Plan) as of the date the Registrants stockholders approved the Amended Plan (the Effective Date). |
(3) | Estimated solely for the purpose of calculating the registration fee under Rule 457(h) and (c) under the Securities Act, based on the average of the high and low prices for the Registrants Common Stock reported on the New York Stock Exchange on April 24, 2017, which date is within five business days prior to the initial filing of this Registration Statement. |
INTRODUCTION
On April 26, 2017 , the Registrants stockholders approved the Amended Plan, which, among other things, amends and restates the Existing 2014 Plan and increases the number of authorized shares of the Registrants Common Stock that may become issuable under the Amended Plan by 2,500,000 shares. The number of shares available under the Amended Plan also includes shares of Common Stock available for future issuance under the Existing 2014 Plan as of the Effective Date. Immediately prior to the Effective Date, 1,206,564 shares of Common Stock were available for future issuance under the Existing 2014 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of the Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the Commission).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
The Amended Plan authorizes the issuance of an aggregate of (a) 2,500,000 shares of Common Stock, plus (b) the number of shares of Common Stock available for future issuance under the Existing 2014 Plan as of the Effective Date. Immediately prior to the Effective Date, 1,206,564 shares of Common Stock were available for future issuance under the Existing 2014 Plan. The Registrant previously registered 3,236,278 shares of Common Stock under the Existing 2014 Plan (which included 1,436,278 shares subject to awards under the Teledyne Technologies Incorporated Amended and Restated 2008 Incentive Award Plan ), pursuant to a Registration Statement on Form S-8 (No. 333-150633) filed with the Commission on April 23, 2014 (the Prior Registration Statement). Under this Registration Statement, the Registrant is registering an additional 2,500,000 shares of Common Stock issuable under the Amended Plan.
The contents of the Prior Registration Statement are incorporated by reference herein to the extent not modified or superseded thereby or by any subsequently filed document that is incorporated by reference herein or therein.
Item 5. | Interests of Named Experts and Counsel |
The opinion of counsel as to the legality of the securities that may be issued under the Amended Plan is given by Melanie S. Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary for the Registrant. As of April 19, 2017, Ms. Cibik owned 22,280 shares of the Registrants Common Stock (which includes 335 shares purchased under the Registrants Employee Stock Purchase Plan and 11 equivalent shares held in the Registrants 401(k) Plan based on information received as of January 20, 2017) and held 51,000 stock options granted under various incentive plans of the Registrant.
Item 6. | Indemnification of Directors and Officers |
Section 145 of the Delaware General Corporation Code (the DGCL) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.
The Registrants Restated Certificate of Incorporation provides that the Registrant will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers, or is or was serving at the Registrants request as a director, officer, employee or agent of another entity, against certain liabilities, costs and expenses.
The Registrant is also authorized to maintain, and does maintain, insurance on behalf of any person who is or was one of our directors or officers, or is or was serving at our request as a director, officer, employee or agent of another entity against any liability asserted against such person and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Registrant would have the power to indemnify such person against such liability under the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the directors duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) payments of unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit.
Article Seven of the Registrants Restated Certificate of Incorporation provides that, to the full extent that Delaware law permits the limitation or elimination of the liability of directors, a director of the Registrant will not be liable to the Registrant or its stockholders for monetary damages for conduct as a director.
The Registrant entered into individual Indemnification Agreements with directors and certain officers and executives of the Registrant, including the executive officers named in the summary compensation table of Registrants most recently filed proxy statement. Simply, the Indemnification Agreements provide the directors and executives who are parties to the agreements with a stand-alone contractual right to indemnification and expense advancement to the greatest extent allowable under Delaware law. Some further details include:
| In a third-party proceeding, an indemnitee is entitled to indemnification if the indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant and, if in a criminal action or proceeding, if the indemnitee had no reason to believe that his or her conduct was unlawful. In a third party proceeding, the indemnification obligation covers reasonable expenses, judgment fines, and amounts paid in settlement actually and reasonably incurred by the indemnitee. |
| In proceedings by or in the name of the Registrant (e.g., derivative suits), an indemnitee is entitled to indemnification if the indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant. In derivative suits, the indemnification obligation covers reasonable expenses, but in proceedings where the Registrant is alleging harm caused by the indemnitee, the indemnitee would generally not be entitled to be indemnified for judgments, fines and amounts paid in settlement (otherwise the Registrant would effectively not recover any damages), unless perhaps a Delaware or other court determines otherwise despite the finding of liability. |
| The Registrant has an obligation to advance, on an unsecured and interest-free basis, reasonable expenses incurred by the indemnitee within 30 days of the indemnitees request. The indemnitee does not need to meet any standard of conduct to be entitled to advancement of expenses and there is no determination requirement to be made by the Board of the Registrant in connection with the advancements of expenses. An indemnitee must repay any amounts advanced if it ultimately determined that the indemnitee is not entitled to indemnification. |
The Registrants indemnification obligations do not cover the following situations: (1) where indemnification payments have been made under directors and officers insurance or other indemnification provisions; (2) where the claim is based on disgorgement of short-swing profits under Section 16(b) of the Exchange Act; (3) where the claim is based on reimbursement by the indemnitee to the Registrant of a bonus or other incentive-based or equity-based compensation if required under the Exchange Act (e.g., in connection with a restatement as a result of the companys noncompliance with the financial reporting requirements required by Section 304 of the Sarbanes-Oxley Act of 2002, as amended); or (4) where the proceeding is initiated by the indemnitee (other than proceedings that are consented to by the Board of the Registrant or that the indemnitee initiates against the Registrant to enforce the Indemnification Agreement).
Under the Indemnification Agreements, in the event of a change in control or the Registrant reduces or does not renew the Registrants directors and officers insurance coverage, the Registrant is required to purchase (or cause the acquirer or successor to the Registrant to purchase or maintain) a six-year tail policy, subject to a 200% premium cap. The agreements continue until the later of (i) 10 years after the indemnitee ceases to serve as a director or officer, and (ii) one year following the final termination of any proceeding subject to the agreement.
Item 8. | Exhibits |
A list of exhibits included as part of this Registration Statement is set forth in the Exhibits Index appearing elsewhere herein and is incorporated herein by reference.
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 Thousand Oaks, State of California, on this 26th day of April 2017.
TELEDYNE TECHNOLOGIES INCORPORATED | ||
By: | /s/ Robert Mehrabian | |
Robert Mehrabian Chairman, President and Chief
Executive |
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:
/s/ Robert Mehrabian Robert Mehrabian |
Chairman, President and Chief Executive Officer | April 26, 2017 | ||
(Principal Executive Officer), Director | ||||
/s/ Susan L. Main Susan L. Main |
Senior Vice President and | April 26, 2017 | ||
Chief Financial Officer (Principal Financial Officer) | ||||
/s/ Cynthia Y. Belak |
Vice President and Controller (Principal Accounting Officer) | April 26, 2017 | ||
Cynthia Y. Belak | ||||
* |
Director | April 26, 2017 | ||
Roxanne S. Austin | ||||
* |
Director | April 26, 2017 | ||
Charles Crocker | ||||
* |
Director | April 26, 2017 | ||
Kenneth C. Dahlberg | ||||
* |
Director | April 26, 2017 | ||
Simon M. Lorne | ||||
* |
Director | April 26, 2017 | ||
Robert A. Malone | ||||
* |
Director | April 26, 2017 | ||
Paul D. Miller | ||||
* |
Director | April 26, 2017 | ||
Jane C. Sherburne | ||||
* |
Director | April 26, 2017 | ||
Michael T. Smith |
* |
Director | April 26, 2017 | ||
Wesley W. von Schack |
By: | * /s/ Melanie S. Cibik |
|||
Melanie S. Cibik | ||||
Pursuant to Power of Attorney filed as Exhibit 24.1 |
EXHIBIT INDEX
Exhibit |
Description | |
4.1 | Restated Certificate of Incorporation of Teledyne Technologies Incorporated (incorporated by reference to Exhibit 3.1 to the Companys Annual Report on Form 10-K for the year ended January 2, 2000 (File No. 1-15295)). | |
4.2 | Amended and Restated Bylaws of Teledyne Technologies Incorporated (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 10-Q dated June 29, 2014 (File No. 1-15295)). | |
5.1* | Opinion of Melanie S. Cibik regarding the legality of the shares being registered hereunder. | |
23.1* | Consent of Deloitte & Touche LLP, independent registered public accounting firm. | |
23.2* | Consent of Ernst & Young LLP, independent registered public accounting firm. | |
23.3 | Consent of Melanie S. Cibik (included in the Opinion filed as Exhibit 5.1). | |
24.1* | Power of Attorney | |
99.1 | Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Annex A of the Companys Definitive Proxy Statement filed March 10, 2017 (File No. 1-15295)) |
* | Filed herewith. |
Exhibit 5.1
April 26, 2017
Teledyne Technologies Incorporated
1049 Camino Dos Rios
Thousand Oaks, California 91360
Ladies and Gentlemen:
I am Senior Vice President, General Counsel, Chief Compliance Officer and Secretary 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 2,500,000 shares of the Companys common stock, par value $.01 per share (the Shares), which may be issued pursuant to the terms of the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (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 that the Shares, when issued pursuant the terms of the Plan and when the Company receives consideration therefore in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.
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 |
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the financial statements of Teledyne Technologies Incorporated and the effectiveness of Teledyne Technologies Incorporateds internal control over financial reporting dated March 2, 2017, appearing in the Annual Report on Form 10-K of Teledyne Technologies Incorporated for the year ended January 1, 2017.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
April 26, 2017
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 for the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan of our report dated February 26, 2015, 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 January 1, 2017, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP |
Los Angeles, California |
April 26, 2017 |
Exhibit 24.1
POWER OF ATTORNEY
Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan
Form S-8 Registration Statement
The undersigned officers and directors of Teledyne Technologies Incorporated, a Delaware corporation (Teledyne), do hereby constitute and appoint Melanie S. Cibik and S. Paul Sassalos, 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) (Form S-8) with respect to the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (the Amended Plan), which registers up to the sum of (i) 2,500,000 Shares, (ii) the number of shares of Teledyne Common Stock (the Shares) which, as of the Effective Date, are available for issuance under the Teledyne Technologies Incorporated 2014 Incentive Award Plan and (iii) any Shares subject to awards outstanding under the Amended and Restated Teledyne Technologies Incorporated 2008 Incentive Award Plan, as amended (the Prior Plan) which, on or after the Effective Date, are forfeited or lapse unexercised and which following such date are not issued under the Prior Plan. in our name and on our behalf in our capacities as directors and officers of Teledyne 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 Teledyne as listed below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable Teledyne 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 February 21, 2017.
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Chairman, President and Chief Executive | |||
Robert Mehrabian | Officer (Principal Executive Officer) and Director | |||
|
Senior Vice President and Chief Financial Officer | |||
Susan L. Main | (Principal Financial Officer) | |||
|
Vice President and Controller | |||
Cynthia Y. Belak | (Principal Accounting Officer) | |||
/s/ Roxanne S. Austin |
Director | |||
Roxanne S. Austin | ||||
/s/ Charles Crocker |
Director | |||
Charles Crocker | ||||
/s/ Kenneth C. Dahlberg |
Director | |||
Kenneth C. Dahlberg | ||||
/s/ Simon M. Lorne |
Director | |||
Simon M. Lorne | ||||
/s/ Robert A. Malone |
Director | |||
Robert A. Malone | ||||
/s/ Paul D. Miller |
Director | |||
Paul D. Miller | ||||
/s/ Jane C. Sherburne |
Director | |||
Jane C. Sherburne | ||||
/s/ Michael T. Smith |
Director | |||
Michael T. Smith | ||||
/s/ Wesley W. von Schack |
Director | |||
Wesley W. von Schack |