-----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, GUddqqON5b7GI1OTYTjoefW7sIAVDIgJhvE0aD/CGcwR+zmw5ddBstcKk11iDUtZ GBBO95dZmlLRmkZhj0rHWQ== 0000893220-02-001315.txt : 20021105 0000893220-02-001315.hdr.sgml : 20021105 20021105111821 ACCESSION NUMBER: 0000893220-02-001315 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20021105 EFFECTIVENESS DATE: 20021105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEFLEX INC CENTRAL INDEX KEY: 0000096943 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 231147939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-101005 FILM NUMBER: 02809276 BUSINESS ADDRESS: STREET 1: 630 W GERMANTOWN PK STE 450 STREET 2: SUITE 450 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 BUSINESS PHONE: 2158346301 MAIL ADDRESS: STREET 1: 630 WEST GERMANTOWN PIKE STREET 2: SUITE 450 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 S-8 1 w65112sv8.txt FORM S-8 TELEFLEX INCORPORATED As filed with the Securities and Exchange Commission on November 5, 2002 Registration No. ____________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- TELEFLEX INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 23-1147939 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) SUITE 450 630 WEST GERMANTOWN PIKE PLYMOUTH MEETING, PENNSYLVANIA 19462 (610) 834-6301 (Address, including zip code and telephone number, including area code of registrant's principal executive offices) TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN (Full title of the plan) --------------- JEFFREY P. BLACK PRESIDENT AND CHIEF EXECUTIVE OFFICER TELEFLEX INCORPORATED SUITE 450 630 WEST GERMANTOWN PIKE PLYMOUTH MEETING, PENNSYLVANIA 19462 (610) 834-6301 (Name, address, including zip code and telephone number, including area code, of agent for service) Copies of all communications, including all communications sent to the agent for service should be sent to: JOAN W. SCHWARTZ, ESQ. TELEFLEX INCORPORATED 155 SOUTH LIMERICK ROAD LIMERICK, PENNSYLVANIA 19468 (610) 948-2812 --------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of Securities to Amount to be offering price aggregate offering Amount of be registered registered per unit price (2) registration fee - ------------------------------------------------------------------------------------------------------------------- Common Stock, $1.00 par value per share 300,000 shares (1) (2) $12,630,000 $1,162 - -------------------------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and is the product resulting from multiplying 300,000, the maximum number of additional shares registered by this Registration Statement for issuance in connection with the Teleflex Incorporated Voluntary Investment Plan, by $42.10, the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on October 31, 2002, within five business days prior to November 5, 2002. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Teleflex Incorporated (the "Company") are incorporated herein by reference: (i) The contents of the Company's Registration Statement on Form S-8 Registration No. 033-53385 filed on April 29, 1994. Item 4. DESCRIPTION OF SECURITIES Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Not applicable. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. EXHIBITS 5(a) Opinion of Beckman and Associates 5(b) Company undertaking in lieu of Opinion of Counsel 23(a) Consent of PricewaterhouseCoopers LLP 23(b) Consent of Beckman and Associates (contained in Exhibit 5(a) to this Registration Statement). Item 9. UNDERTAKINGS Not Applicable II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, TELEFLEX INCORPORATED, 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 Plymouth Meeting, Pennsylvania on the 4th of November 2002. TELEFLEX INCORPORATED By: /S/ Jeffrey P. Black ------------------------------------ Jeffrey P. Black, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on November 4, 2002.
Signature Title --------- ----- /S/ Lennox K. Black Director and Chairman of the Board - ------------------------------------ Lennox K. Black /S/ Jeffrey P. Black President and Chief Executive Officer - ------------------------------------ (Principal Executive Officer) Jeffrey P. Black /S/ Harold L. Zuber, Jr. Executive Vice President and Chief Financial Officer - ------------------------------------ (Principal Financial and Accounting Officer) Harold L. Zuber, Jr. /S/ Stephen Gambone Controller and Chief Accounting Officer - ------------------------------------ (Principal Accounting Officer) Stephen Gambone /S/ Patricia C. Barron Director - ------------------------------------ Patricia C. Barron /S/ Donald Beckman Director - ------------------------------------ Donald Beckman /S/ William R. Cook Director - ------------------------------------ William R. Cook /S/ Joseph S. Gonnella Director - ------------------------------------ Joseph S. Gonnella /S/ Sigismundus W.W. Lubsen Director - ------------------------------------ Sigismundus W. W. Lubsen /S/ Palmer E. Retzlaff Director - ------------------------------------ Palmer E. Retzlaff /S/ James W. Stratton Director - ------------------------------------ James W. Stratton
II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the administrator of the TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Limerick, Pennsylvania on the 4th day of November 2002. TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN /S/ Terry R. Moulder ----------------------------- Terry R. Moulder, Member Plan Administrative Committee II-3 EXHIBIT INDEX 5(a) Opinion of Beckman and Associates 5(b) Company undertaking in lieu of Opinion of Counsel 23(a) Consent of PricewaterhouseCoopers LLP 23(b) Consent of Beckman and Associates (contained in Exhibit 5(a) to this Registration Statement) EX-5.A 3 w65112exv5wa.txt OPINION OF BECKMAN AND ASSOCIATES II-4 EXHIBIT 5(a) LAW OFFICES BECKMAN AND ASSOCIATES TWO PENN CENTER PLAZA SUITE 910 1500 J. F. KENNEDY BOULEVARD PHILADELPHIA, PA 19102 ---------------------- (215) 569-3096 FAX (215) 569-8769 November 4, 2002 Teleflex Incorporated 630 West Germantown Pike Suite 450 Plymouth Meeting, PA 19462 RE: TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN REGISTRATION STATEMENT ON FORM S-8 FOR 300,000 ADDITIONAL SHARES Ladies and Gentlemen: We refer to the Registration Statement on Form S-8 (the "Registration Statement") of Teleflex Incorporated (the "Company"), to be filed with the Securities and Exchange Commission covering the registration under the Securities Act of 1933, as amended (the "Securities Act"), of interests in the Teleflex Voluntary Investment Plan (the "Plan") and an aggregate of 300,000 additional shares of common stock, par value $1.00 per share, of the Company (the "Shares") to be issued to the trustee of the Plan. We have examined the Registration Statement, the Certificate of Incorporation and bylaws of the Company and such other documents and records, including certificates of officers of the Company as to certain factual matters, as we have considered appropriate to enable us to render this opinion. Based on the foregoing, we are of the opinion that: 1. The Company is duly incorporated, validly existing and in good standing under the laws of Delaware, the state of its incorporation; and 2. The Shares have been duly authorized by the Company for issuance to the trustee of the Plan for the purposes described in the Registration Statement and, when issued in accordance with such authorization, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /S/ Beckman and Associates BECKMAN AND ASSOCIATES EX-5.B 4 w65112exv5wb.txt COMPANY UNDERTAKING IN LIEU OF OPINION OF COUNSEL II-5 EXHIBIT 5(b) COMPANY UNDERTAKING IN LIEU OF OPINION OF COUNSEL The Company has submitted or will submit the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to maintain the continued qualification of the Plan under Section 401 of the Internal Revenue Code. EX-23.A 5 w65112exv23wa.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP II-6 EXHIBIT 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 13, 2002 relating to the financial statements, which appears in the 2001 Annual Report to Shareholders of Teleflex Incorporated, which is incorporated by reference in Teleflex Incorporated's Annual Report on Form 10-K for the year ended December 30, 2001. We also consent to the incorporation by reference of our report dated February 13, 2002 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /S/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Philadelphia, PA November 1, 2002 -----END PRIVACY-ENHANCED MESSAGE-----