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)