-----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, RfJpLVUijuaj+sltbOhsGHA2KB//K82f7Etx7eq16OcZ+tItVR80gMT/VJ4fBTKt iwt+DgoS4QAmhZID4z9uQw== 0000893220-05-001783.txt : 20050802 0000893220-05-001783.hdr.sgml : 20050802 20050802142025 ACCESSION NUMBER: 0000893220-05-001783 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050802 DATE AS OF CHANGE: 20050802 EFFECTIVENESS DATE: 20050802 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: 1226 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-127103 FILM NUMBER: 05991370 BUSINESS ADDRESS: STREET 1: 155 SOUTH LIMERICK ROAD STREET 2: CORPORATE OFFICES CITY: LIMERICK STATE: PA ZIP: 19468 BUSINESS PHONE: 610 948-5100 MAIL ADDRESS: STREET 1: 155 SOUTH LIMERICK ROAD CITY: LIMERICK STATE: PA ZIP: 19468 S-8 1 w11413sv8.htm FORM S-8 sv8
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As filed with the Securities and Exchange Commission on August 2, 2005
     Registration No. 333-___
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TELEFLEX INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
     
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  23-1147939
(I.R.S. Employer
Identification Number)
155 South Limerick Road
Limerick, Pennsylvania 19468
(610) 948-5100
(Address of Principal Executive Offices)
TELEFLEX INCORPORATED 401(k) SAVINGS PLAN
(Formerly, the Teleflex Voluntary Investment Plan)
(Full Title of the Plan)
LAURENCE G. MILLER, ESQ
Senior Vice President, General Counsel and Secretary
Teleflex Incorporated
155 South Limerick Road
Limerick, Pennsylvania 19468
(610) 948-5100
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
ALAN SINGER, ESQ.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000
CALCULATION OF REGISTRATION FEE
                             
 
  Title of Each Class of           Proposed Maximum     Proposed        
  Securities to Be     Amount to Be     Offering Price Per     Maximum Aggregate     Amount of  
  Registered (1)     Registered     Share (2)     Offering Price(2)     Registration Fee  
 
Common Stock, par value $1 per share (3)
    500,000 shares     $62.02     $31,010,000.00     $3,649.88  
 
(1)   Pursuant to Rule 416 under the Securities Act, this registration statement also covers an indeterminate amount of interests in the Teleflex Incorporated 401(k) Savings Plan, or the “Plan.”
 
(2)   Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457 (h) under the Securities Act based upon the average of high and low prices for the common stock as reported on the New York Stock Exchange Composite Tape on July 26, 2005.
 
(3)   Associated with each share of common stock is the right to purchase one one-thousandth of a share of the registrant’s Series SRP Junior Participating Preference Stock (the “Preference Stock”) pursuant to a Rights Agreement. Such Preference Stock purchase rights do not carry a separate price.
 
 

 


TABLE OF CONTENTS

PART II
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
Opinion of James J. Leyden
Internal Revenue Service determination letter
Consent of Independent Registered Public Accounting Firm


Table of Contents

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
     The following documents we filed with the Securities and Exchange Commission, or the “SEC,” pursuant to the Securities Exchange Act of 1934 are incorporated in this registration statement by reference:
     1. Our Annual Report on Form 10-K for the fiscal year ended December 26, 2004;
     2. Our Quarterly Report on Form 10-Q for the quarterly period ended March 27, 2005;
     3. Our Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2005;
     4. Our Current Reports on Form 8-K filed with the SEC on March 9, 2005 and May 5, 2005;
     5. The Plan’s Annual Report on Form 11-K for the year ended December 31, 2003;
     6. The description of the shares of our common stock, $1 par value, set forth in our Registration Statement on Form 8-A filed with the SEC on March 16, 1994; and
     7. The description of Preference Stock purchase rights set forth in our Registration Statement on Form 8-A filed with the SEC on December 14, 1998.
     All documents that we file pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein will be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document that also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded will not be deemed to constitute a part hereof except as so modified or superseded.
     EXPERTS
     The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Registration Statement by reference to the Annual Report on Form 10-K of Teleflex Incorporated for the year ended December 26, 2004 have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
Item 4. Description of Securities.
     Not applicable.
Item 5. Interests of Named Experts and Counsel.
     The legality of the shares of common stock that may be offered under the Plan will be passed upon for us by James J. Leyden, Associate General Counsel. As of August 2, 2005, Mr. Leyden held options to acquire 5,000 shares of our common stock, none of which are excercisable as of the date hereof or within 60 days thereafter.

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Item 6. Indemnification of Directors and Officers.
     Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) permits a corporation, in its certificate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of directors to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, except for liability (a) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for any willful or negligent payment of an unlawful dividend, stock purchase or redemption, or (d) for any transaction from which the director derived an improper personal benefit. Article THIRTEENTH of our Restated Certificate of Incorporation provides that except to the extent otherwise provided by the DGCL, our directors shall not be personally liable to us or our stockholders for monetary damages for breach of their fiduciary duty as directors.
     Under Section 145 of the DGCL, a corporation has the power to indemnify directors and officers under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorney’s fees actually and reasonably incurred, in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of being a director or officer of the corporation if it is determined that the director or officer acted in accordance with the applicable standard of conduct set forth in such statutory provision. Article XII of our Bylaws provides that we 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 either civil, criminal, administrative or investigative by reason of the fact that he is or was our director, officer or employee or is or was serving at our request as a director, officer or employee of another enterprise or is or was a director, officer or employee of another enterprise or is or was a director, officer or employee of ours or an affiliated enterprise of ours against certain liabilities, costs and expenses, to the extent that (i) such person is not insured or otherwise indemnified and (ii) the power to so indemnify has been or may be granted by statute. Article XII further permits us to purchase and maintain insurance to the extent permitted by law on behalf of any person who is or was our director, officer, employee or agent, or is or was serving at our request as a director, officer, employee or agent of another entity. We have purchased directors’ and officers’ liability insurance.
Item 7. Exemption from Registration Claimed.
     Not applicable.
Item 8. Exhibits.
     The following exhibits are filed as part of this registration statement:
     
Exhibit    
Number   Description
5.1
  Opinion of James J. Leyden, Associate General Counsel, regarding legality of securities being registered
     
5.2
  Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code
     
23.1
  Consent of James J. Leyden, Associate General Counsel (included in his opinion filed as Exhibit 5.1 hereto)
     
23.2
  Consent of Independent Registered Public Accounting Firm
     
24
  Powers of Attorney (included as part of the Registrant’s signature page hereof)
Item 9. Undertakings.
     Item 17. Undertakings.
     The undersigned registrant hereby undertakes:
     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

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     (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
     (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraph (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES
     The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 Limerick, Commonwealth of Pennsylvania, on this 2nd day of August, 2005.
         
  TELEFLEX INCORPORATED
 
 
  By:   /s/ Jeffrey P. Black    
  Name:  Jeffrey P. Black   
  Title:   President and Chief Executive Officer   
 
POWER OF ATTORNEY
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below in so signing also makes, constitutes and appoints Jeffrey P. Black and Laurence G. Miller, or either of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute any and all amendments and post-effective amendments to this registration statement, and in each case to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
         
/s/ Jeffrey P. Black
 
Jeffrey P. Black
  Director and Chief Executive Officer (Principal Executive Officer)   August 2, 2005
         
/s/ Lennox K. Black
 
Lennox K. Black
  Chairman of the Board of Directors, Director   August 2, 2005
         
/s/ George Babich, Jr.
 
George Babich, Jr.
  Director   August 2, 2005
         
/s/ Patricia C. Barron
 
Patricia C. Barron
  Director   August 2, 2005
         
/s/ Donald Beckman
 
Donald Beckman
  Director   August 2, 2005
         
/s/ William R. Cook
 
William R. Cook
  Director   August 2, 2005
         
 
 
Sigismundus W. W. Lubsen
  Director   ___, 2005
         
 
 
Judith M. von Seldeneck
  Director   ___, 2005
         
 
 
Benson F. Smith
  Director   ___, 2005
         
/s/ Harold L. Yoh III
 
Harold L. Yoh III
  Director   August 2, 2005
         
/s/ James W. Zug
 
James W. Zug
  Director   August 2, 2005
         
/s/ Martin S. Headley
 
Martin S. Headley
  Chief Financial Officer (Principal Financial and Accounting Officer)   August 2, 2005

 


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The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other person who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Limerick, state of Pennsylvania, on August 2, 2005.
         
  TELEFLEX INCORPORATED 401(k) SAVINGS PLAN
 
 
  By:   /s/ Terry S. Moulder    
  Name:  Terry S. Moulder   
  Title:   Member, Plan Administrative Committee   

 


Table of Contents

         
EXHIBIT INDEX
     
Exhibit    
Number   Description
     
5.1
  — Opinion of James J. Leyden, Associate General Counsel regarding legality of securities being registered
     
5.2
  — Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code
     
23.1
  — Consent of James J. Leyden, Associate General Counsel (included in his opinion filed as Exhibit 5.1 hereto)
     
23.2
  — Consent of Independent Registered Public Accounting Firm
     
24
  — Powers of Attorney (included as part of the Registrant’s signature page hereof)

 

EX-5.1 2 w11413exv5w1.htm OPINION OF JAMES J. LEYDEN exv5w1
 

EXHIBIT 5.1
[TELEFLEX INCORPORATED LETTERHEAD]
August 2, 2005
Teleflex Incorporated
155 South Limerick Road
Limerick, Pennsylvania 19468
     
Re:
  Teleflex Incorporated
 
  Registration Statement on Form S-8 Relating to the
 
  Teleflex Incorporated 401(k) Savings Plan
Ladies and Gentlemen:
I am Associate General Counsel of Teleflex Incorporated, a Delaware corporation (the “Company”), and have acted as counsel to the Company in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”). The Registration Statement relates to 500,000 shares (the “Shares”) of the Company’s common stock, $1 par value, issuable under the Teleflex Incorporated 401(k) Savings Plan (the “Plan”) (formerly, the Teleflex Incorporated Voluntary Investment Plan).
In connection with this opinion letter, I have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Certificate of Incorporation and Bylaws of the Company and such other documents, records and instruments as I have deemed appropriate for purposes of the opinion set forth herein.
I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to me as originals, the conformity with the originals of all documents submitted to me as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to me as copies.
Based upon the foregoing, I am of the opinion that Shares to be originally issued under the Plan are duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the Delaware General Corporation Law.
I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, I do not hereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.
Very truly yours,
/s/ James J. Leyden
James J. Leyden
Associate General Counsel

 

EX-5.2 3 w11413exv5w2.htm INTERNAL REVENUE SERVICE DETERMINATION LETTER exv5w2
 

EXHIBIT 5.2
     
INTERNAL REVENUE SERVICE
  DEPARTMENT OF THE TREASURY
P.O. Box 2508
   
CINCINNATI, OH 25201
   
 
   
Date: July 1, 2003
  Employer Identification Number:
 
  23-1147939
TELEFLEX INCORPORATED
  DLN:
155 S. LIMERICK ROAD
    17007186036032
LIMERICK, PA 19468
  Person to Contact:
 
    ALBERTA L. LAMARR ID# 95071
 
  Contact Telephone Number:
 
    (877) 829-5500
 
  Plan Name:
 
    TELEFLEX INCORPORATED
 
    VOLUNTARY INVESTMENT PLAN
 
  Plan Number 010
Dear Applicant:
     We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.
     Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.
     The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.
     The letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.
     This determination letter is also applicable for the amendment(s) executed on 062496/022597.
     This determination letter is also applicable for the amendment(s) dated on 110101/061802.
     This plan satisfies the requirements of Code section 4975(e)(7).
     This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub, L. 106-554.

 


 

-2-
TELEFLEX INCORPORATED
     This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16.
     The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.
     The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.
     We have sent a copy of this letter to your representative as indicated in the power of attorney.
     If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.
         
  Sincerely yours,
 
 
  /s/ Paul T. Schultz    
  Paul T. Schultz   
  Director,
Employee Plans Rulings & Agreements 
 
 
Enclosures:
Publicatin 794
Addendum

 


 

-3-
TELEFLEX INCORPORATED
     This determination letter acknowledges receipt of your amendment(s) intended to satisfy the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

 

EX-23.2 4 w11413exv23w2.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM exv23w2
 

EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 7, 2005 relating to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, of Teleflex Incorporated, which appears in Teleflex Incorporated’s Annual Report on Form 10-K for the year ended December 26, 2004. We also consent to the incorporation by reference of our report dated March 7, 2005 relating to the consolidated financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
Philadelphia, Pennsylvania
July 27, 2005

 

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