-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LqwdA95vFn2Za4kDzxGVcltPqy9q2SDi+18rbyMtgLGVnTY19VTKNdBZ42pS2JoF qkBm/6mYiRjuyCZz+SCIqQ== 0000893220-94-000237.txt : 19940502 0000893220-94-000237.hdr.sgml : 19940502 ACCESSION NUMBER: 0000893220-94-000237 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940429 EFFECTIVENESS DATE: 19940518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEFLEX INC CENTRAL INDEX KEY: 0000096943 STANDARD INDUSTRIAL CLASSIFICATION: 3728 IRS NUMBER: 231147939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53385 FILM NUMBER: 94525392 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 FORM S-8, TELEFLEX INCORPORATED 1 As filed with the Securities and Exchange Commission on April 29, 1994 Registration No. 33- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 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) ------------------------ LENNOX K. BLACK CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER TELEFLEX INCORPORATED SUITE 450 630 WEST GERMANTOWN PIKE PLYMOUTH MEETING, PENNSYLVANIA 19462 (610) 834-6365 (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: HERBERT K. ZEARFOSS, ESQ. TELEFLEX INCORPORATED 155 SOUTH LIMERICK ROAD LIMERICK, PENNSYLVANIA 19468 (610)-948-2887 ----------------------------- 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 (2) $10,368,750 $3,575 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(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 shares issuable under the Teleflex Incorporated Voluntary Investment Plan that are covered by this Registration Statement, by $34.56, the average of the high and low prices of the Common Stock as reported on the American Stock Exchange on April 26, 1994, within five business days prior to April 29, 1994. 2 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. 2-98715) filed on June 28, 1985. (ii) The contents of the Company's Amendment No. 1 to Form S-8 Registration Statement (Registration No. 2-98715) filed on July 15, 1985. (iii) The contents of the Company's Amendment No. 2 to Form S-8 Registration Statement (Registration No. 2-98715) filed on May 11, 1987. 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 Herbert K. Zearfoss, Esquire (b) Company undertaking in lieu of opinion of counsel 23(a) Consent of Price Waterhouse (b) Consent of Herbert K. Zearfoss, Esquire (contained in his opinion filed as Exhibit 5(a) to this Registration Statement Item 9. UNDERTAKINGS Not applicable. II-1 3 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 29th of April, 1994. TELEFLEX INCORPORATED By:S\Lennox K. Black -------------------------------- Lennox K. Black, Chairman of the Board 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 the 29th day of April, 1994.
Signature Title --------- ----- S\Lennox K. Black Director, Chairman of the Board - ---------------------------- Lennox K. Black and Chief Executive Officer (Principal Executive Officer) S\Harold L. Zuber, Jr. Vice President, Chief Financial - ---------------------------- Harold L. Zuber, Jr. Officer and Controller (Principal Financial and Accounting Officer) S\Donald Beckman Director - ---------------------------- Donald Beckman S\David S. Boyer Director - ---------------------------- David S. Boyer S\Lewis E. Hatch, Jr. Director - ---------------------------- Lewis E. Hatch, Jr. S\Pemberton Hutchinson Director - ---------------------------- Pemberton Hutchinson S\Sigismundus W.W. Lubsen Director - ---------------------------- Sigismundus W. W. Lubsen S\John H. Remer Director - ---------------------------- John H. Remer S\Palmer E. Retzlaff Director - ---------------------------- Palmer E. Retzlaff S\James W. Stratton Director - ---------------------------- James W. Stratton
II-2 4 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 28th day of April, 1994. TELEFLEX INCORPORATED VOLUNTARY INVESTMENT PLAN By:S\Terry R. Moulder ----------------------------- Terry R. Moulder, Member Plan Administrative Committee II-3 5 EXHIBIT INDEX
Exhibit No. Description of Exhibit - ----------- ---------------------- 5(a) Opinion of Herbert K. Zearfoss, Esquire (b) Company undertaking in lieu of Opinion of Counsel 23(a) Consent of Price Waterhouse (b) Consent of Herbert K. Zearfoss, Esquire (contained in his opinion filed as Exhibit 5(a) to this Registration Statement
II-4 EX-5.A 2 OPINION OF HERBERT K. ZEARFOSS, ESQUIRE 1 HERBERT K. ZEARFOSS ASSISTANT GENERAL COUNSEL TELEFLEX INCORPORATED 155 SOUTH LIMERICK ROAD LIMERICK, PENNSYLVANIA 19468 April 28, 1994 Teleflex Incorporated Suite 450 630 West Germantown Pike Plymouth Meeting, PA Teleflex Incorporated Voluntary Investment Plan Form S-8 Registration Statement Gentlemen: I have acted as counsel to you in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission on April 29, 1994 under the Securities Act of 1933, as amended, relating to interests in the Teleflex Incorporated Voluntary Investment Plan (the "Plan") and to an aggregate of 300,000 shares of common stock, par value $1 per share ("Common Stock"), of Teleflex Incorporated (the "Company") that may be issued by the Company to the trustee under the Plan. I have examined such corporate records and documents, statements of officers of the Company, opinions of other counsel and such other matters as I have considered appropriate to enable me to give this opinion. Based upon the foregoing, I am of the opinion that: 1. All of the presently issued and outstanding shares of the Common Stock of the Company are validly issued, fully paid and non-assessable by the Company. 2. The Common Stock has been duly authorized by the Company for issuance to the trustee under the Plan and, when issued in accordance with such authority, will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, S\Herbert K. Zearfoss --------------------- Herbert K. Zearfoss pac EXHIBIT 5(a) EX-5.B 3 COMPANY UNDERTAKING IN LIEU OF OPINION OF COUNSEL 1 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. EXHIBIT 5(b) EX-23.A 4 CONSENT OF PRICE WATERHOUSE 1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-8 of our report dated February 9, 1994, which appears on page 27 of the 1993 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 26, 1993. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 11 of such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such Prospectus. /S/PRICE WATERHOUSE - ------------------ PRICE WATERHOUSE Thirty South Seventeenth Street Philadelphia, Pennsylvania 19103 April 26, 1994 EXHIBIT 23(a) -----END PRIVACY-ENHANCED MESSAGE-----