-----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, MYNkbYU4OLXqkELsnvtqf5PFWjcKcjJ4p3UDAzodqxPw1Z6x1EvvTRM7e2QX6V7K Geriadss2Jj7MFEAS3+gvA== 0001036050-99-000945.txt : 19990504 0001036050-99-000945.hdr.sgml : 19990504 ACCESSION NUMBER: 0001036050-99-000945 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990503 EFFECTIVENESS DATE: 19990503 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: SEC FILE NUMBER: 333-77601 FILM NUMBER: 99608926 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 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ___________, 1999. Registration No. 33- ================================================================================ 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) 630 West Germantown Pike, Suite 450
DELAWARE PLYMOUTH MEETING, PENNSYLVANIA 19462 23-1147939 (State of Incorporation) (Address of principal executive offices) (Zip Code) (I.R.S. Employer Identification No.)
TELEFLEX INCORPORATED DEFERRED COMPENSATION PLAN (Full Title of the Plan) Steven K. Chance, Esquire Teleflex Incorporated 630 West Germantown Pike, Suite 450 Plymouth Meeting, Pennsylvania 19462 (name and address of agent for service) (610) 834-6363 (Telephone number, including area code, of agent for service) Copies of all communications, including communications sent to the agent for service to: Herbert K. Zearfoss, Esquire Teleflex Incorporated 155 South Limerick Road Limerick, Pennsylvania 19468 (610) 948-2887 and G. Daniel O'Donnell, Esquire Dechert Price & Rhoads 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, Pennsylvania 19103-2793 (215) 994-2762 CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Title of Amount maximum maximum Amount of securities to be offering aggregate registration to be registered(1) registered price per obligation offering price(2) fee(3) - ------------------------------------------------------------------------------------------------------------------------------ Deferred Compensation Obligations $6,000,000.00 100% $6,000,000.00 $ 1,770.00 - --------------------------------------------------------------------------------------------------------------------------------
(1) The deferred compensation obligations are unsecured obligations of Teleflex Incorporated to pay deferred compensation in the future in accordance with the terms of the Teleflex Incorporated Deferred Compensation Plan for certain eligible employees and members of the Board of Directors. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) based upon the maximum amount of compensation which may be deferred under the Teleflex Incorporated Deferred Compensation Plan. (3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, as follows: Proposed maximum aggregate offering price multiplied by 0.000295. ================================================================================ PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS The documents containing information specified in Part I of Form S-8 will be sent or given to individuals eligible to participate in the Teleflex Incorporated Deferred Compensation Plan (the "Plan") as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Copies of these documents (excluding exhibits) may be obtained without charge upon written request directed to: Herbert K. Zearfoss, Esquire Teleflex Incorporated 630 West Germantown Pike, Suite 450 Plymouth Meeting, Pennsylvania 19462 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents of the Registrant filed or to be filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement as of their respective dates: (a) The Registrant's annual report filed on Form 10-K filed on March 26, 1999, by the Registrant pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), for the fiscal year ended December 27, 1998; (b) All other reports filed by the Registrant pursuant to Section 13(a) or Section 15(d) of the Exchange Act since December 27, 1998; and (c) All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered by this Registration Statement have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. (d) ITEM 4. DESCRIPTION OF SECURITIES. Under the Plan, the Registrant will provide eligible employees and members of the Board of Directors the opportunity to enter into agreements for the deferral of a specified percentage of their compensation and/or bonus award. The obligations of the Registrant under such agreements (the "Obligations") will be unsecured general obligations of the Registrant to pay the deferred compensation in the future in accordance with the terms of the Plan, and will rank pari passu with other unsecured and unsubordinated indebtedness of the Registrant, from time to time outstanding. The amount of compensation and/or bonus award to be deferred by each participatory employee or member of the Board of Directors (a "Participant") will be determined in accordance with the Plan based on elections by each Participant. Each obligation will be payable on a date selected by the Participant in accordance with the terms of the Plan or is payable upon death, disability, retirement or termination of employment for any reason in a lump-sum distribution, or in installments, at the election of the Participant, made in accordance with the terms of the Plan. Participants can elect to have earnings on their deferrals calculated based on an "enhanced" fixed return (generally, the return on 5 year Treasury Bonds plus 1.5%) or on notional investments in Common Stock of the Registrant. There is no trading market for the Obligations. The Obligations are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Any attempt by any person to transfer or assign benefits under the Plan, other than a claim for benefits by a Participant or his or her beneficiary(ies), will be null and void. The Obligations are not convertible into any other security of the Registrant. No trustee has been appointed to take action with respect to the Obligations and each participant in the Plan will be responsible for enforcing his or her own rights with respect to the Obligations. The Registrant may establish a grantor, or "rabbi", trust to serve as a source of funds from which it can satisfy the obligations. Participants in the Plan will have no rights to any assets held by a rabbi trust, except as general creditors of the Registrant. Assets of any rabbi trust will at all times be subject to the claims of the Registrant's general creditors. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law, as amended, provides that under certain circumstances 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 or investigative (other than an action by or in the right of the corporation), by reason of the fact that he or she 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 2 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 or her in connection with such action, suit or proceeding if he or she 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 corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any 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, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she 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 corporation; except that no indemnification can 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 determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or such other court deems proper. Section 102(b)(7) of the Delaware General Corporation Law, as amended, permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision does not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant's By-laws provide broadly for indemnification of the officers, directors and employees of the Registrant 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. The Registrant maintains directors' and officers' liability insurance, as permitted by its By-laws, with a current policy limit of $15,000,000. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits are filed herewith and are incorporated by reference as part of this Registration Statement: 4. Teleflex Incorporated Deferred Compensation Plan. 3 5. Opinion of Dechert Price & Rhoads. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Dechert Price & Rhoads (included in Exhibit 5). 24. Powers of Attorney (set forth on signature page of this Registration Statement). ITEM 9. UNDERTAKINGS. Undertakings required by Item 512(a) of Regulation S-K - ----------------- 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (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) that, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (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 paragraphs (i) and (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 Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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 that remain unsold at the termination of the offering. 4 Undertakings required by Item 512(b) of Regulation S-K - ----------------- 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 Exchange Act (and each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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. Undertakings required by Item 512(h) of Regulation S-K - ----------------- Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. 5 SIGNATURES The Registrant. 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 Plymouth Meeting, Commonwealth of Pennsylvania, on the 8th day of March, 1999. TELEFLEX INCORPORATED By: /s/ David S. Boyer ------------------ David S. Boyer Title: President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David S. Boyer and Steven K. Chance, and each of them, as such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 under the Securities Act, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully as to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act, this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities and on the dates indicated.* /s/ David S. Boyer ------------------ David S. Boyer President, Principal Executive Officer and Director Date: March 8, 1999 /s/ Harold L. Zuber, Jr. ------------------------ Harold L. Zuber, Jr. Vice President and Principal Financial Officer Date: March 8, 1999 6 /s/ Lennox K. Black ------------------- Lennox K. Black Director Date: March 8, 1999 /s/ Lewis E. Hatch, Jr. ----------------------- Lewis E. Hatch, Jr. Director Date: March 8, 1999 /s/ Pemberton Hutchinson ------------------------ Pemberton Hutchinson Director Date: March 8, 1999 /s/ Palmer E. Retzlaff ---------------------- Palmer E. Retzlaff Director Date: March 8, 1999 /s/ Donald Beckman ------------------ Donald Beckman Director Date: March 8, 1999 /s/ Sigismundus W.W. Lubsen --------------------------- Sigismundus W.W. Lubsen Director Date: March 8, 1999 /s/ James W. Stratton --------------------- James W. Stratton Director Date: March 8, 1999 7 /s/ Joseph S. Gonnella, M.D. ---------------------------- Joseph S. Gonnella, M.D. Director Date: March 8, 1999 /s/ Patricia C. Barron ---------------------- Patricia C. Barron Director Date: March 8, 1999 /s/ William R. Cook ------------------- William R. Cook Director Date: March 8, 1999 Signatures representing the Registrant's principal executive officer, its principal financial officer and a majority of the Registrant's Board of Directors* 8 EXHIBIT INDEX ------------- 4. Teleflex Incorporated Deferred Compensation Plan. 5. Opinion of Dechert Price & Rhoads. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Dechert Price & Rhoads (included in Exhibit 5). 24. Powers of Attorney (set forth on signature page of this Registration Statement). EX-4 2 TELEFLEX INCORPORATED DEFERRED COMPENSATION PLAN EXHIBIT NO. 4 TELEFLEX INCORPORATED DEFERRED COMPENSATION PLAN -------------------------- This is the TELEFLEX INCORPORATED DEFERRED COMPENSATION PLAN, as amended and restated effective January 1, 1999 (the "Plan"), that Teleflex Incorporated, a Delaware corporation (the "Corporation"), maintains to provide its directors with a deferred compensation arrangement and that the Corporation and its participating affiliates maintain to provide certain of their employees with such an arrangement. 1. Effective Date. The Plan was effective January 1, 1995. This -------------- amendment and restatement is effective January 1, 1999. "Fiscal Year" means each twelve-consecutive month period beginning on January 1 and ending the following December 31 during which the Plan is in effect. 2. Eligibility. Any director of the Corporation, and any employee of the ----------- Corporation or a participating affiliate who is designated by the Corporation as a Key (Management) Employee, shall be eligible to participate herein (hereinafter referred to as a "Participant"). 3. Annual Retainer Deferrals. Prior to the beginning of a Fiscal Year, a ------------------------- Participant who is a director entitled to receive an annual retainer from the Corporation for service on the Corporation's Board of Directors may elect to defer receipt of any whole percent of his or her retainer payable during that Fiscal Year. 4. Salary and Bonus Deferrals. Prior to the beginning of a Fiscal Year, -------------------------- a Participant who is an employee may elect to defer receipt of any whole percent (2% minimum to 50% maximum) of his or her base salary, commissions or other regularly paid cash compensation payable during that Fiscal Year. In addition, such a Participant may elect to defer receipt of any whole percentage (10% minimum to 75% maximum) of his or her annual discretionary bonus which otherwise would be payable during that Fiscal Year. 5. Restricted Stock and Option Deferrals. ------------------------------------- a. Restricted Stock. Prior to the beginning of a Fiscal Year in ---------------- which a restricted stock award is scheduled to be made by the Corporation's Board of Directors under the Teleflex Incorporated 1990 Stock Compensation Plan or any stock compensation plan subsequently adopted by the Corporation (the "Stock Plan"), a Participant who is potentially eligible to receive such an award in such year may elect to defer receipt of any whole number of shares (10% minimum to 100% maximum) of the award under this Plan. Any rule under the Stock Plan relating to risk of forfeiture of shares awarded under the Stock Plan shall continue to apply to any portion of an award the receipt of which is deferred under this Plan. b. Options. A Participant may elect to defer receipt of shares which ------- would otherwise be received upon the exercise of a nonqualified stock option awarded under the Stock Plan in accordance with procedures established by the Plan Administrative Committee and with the approval of the Compensation Committee of the Corporation's Board of Directors. c. Dividends and Stock Splits. Cash dividends paid with respect to -------------------------- shares deferred under this Paragraph 5 and any cash paid in lieu of fractional shares shall be deferred in the same manner as salary and bonus deferrals under Paragraph 4. Stock dividends and stock splits paid with respect to deferred shares shall also be deferred and held and paid under the Plan, in the same manner as deferred shares. 6. Deferred Benefits. Any amounts deferred by a Participant pursuant to ----------------- Paragraph 3 or Paragraph 4, and cash dividends and cash payable in lieu of a fractional share that are deferred pursuant to Paragraph 5, and any shares deferred by a Participant pursuant to Paragraph 5, as adjusted for stock dividends and splits, shall constitute the deferred benefits ("Deferred Benefits") payable hereunder. Deferred Benefits shall be credited to a notional account ("Account") established for each Participant by the Committee. 7. Investments. ----------- A Participant's Account (other than shares deferred under Paragraph 5) shall be credited with earnings, gains and losses based on the Participant's investment elections. The Participant's investment elections shall be made annually and shall indicate (in 5% increments) how the Participant's Account (other than shares deferred under Paragraph 5) and future amounts credited to his or her Account should be deemed invested among the options available under the Plan. The investment options available under the Plan are: a. Fixed Income Option. Amounts deemed invested in this option ------------------- shall be credited with interest during a Fiscal Year at a rate equal to 1.5% plus the five-year U.S. Treasury Bond yield as published in the Wall Street Journal on the last business day of the November preceding ------------------- the beginning of the Fiscal Year. Such interest shall be credited on a quarterly basis in arrears to Participants' Accounts. b. Teleflex Common Stock Option. Amounts deemed invested in this ---------------------------- option will be valued as if the amounts were invested in shares of Teleflex Incorporated common stock, par value $1 per share, and all dividends received on such shares were reinvested in shares of such stock. 8. Funding. In order to meet its obligations hereunder, the Corporation ------- and any participating affiliate may, but shall not be required to, set aside or earmark an amount necessary to provide for payment of Participants' Account balances. In any event, the obligations 2 of the Corporation and any participating affiliate hereunder shall constitute general, unsecured obligations, payable solely out of their respective general assets, and no Participant shall have any right to specific assets. This shall be considered an "unfunded" arrangement for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). 9. Distributions. ------------- a. A Participant's Account balance shall be distributed or commence to be distributed to a Participant within 30 days after (1) the date the Participant dies, becomes disabled or terminates employment for any other reason, or (2) the distribution date elected by the Participant (an "Alternative Date"). The Alternative Date elected by a Participant shall be no earlier than the first day of the fifth calendar year following the date of the Participant's election. An Alternative Date may be revised by the Participant, provided that (1) such revision occurs at least twelve months prior to the original Alternative Date, and (2) the new Alternative Date is no earlier than the first day of the fifth calendar year following the date of such revision. b. A Participant shall elect the manner in which his or her Account balance will be distributed when he or she first elects to participate in the Plan. Distribution may be made in a lump sum payment or in approximately equal annual installments over either a five or ten-year period. The form of payment elected may be revised by a Participant, provided that such revision occurs at least twelve months prior to the date on which payment of his or her Account balance is to commence. c. The Corporation may permit a Participant to elect a distribution prior to the time specified in subparagraph (a) under the circumstances set forth in Treas. Reg. (S) 1.457-2 (h)(4) and (5), as determined by the Committee. d. The unpaid balance in a Participant's Account at his or her death shall be paid to the beneficiary designated by the Participant or, in the absence of an effective beneficiary designation, to his or her estate. 10. Administration of the Plan. The Corporation shall appoint a Plan -------------------------- Administrative Committee ("Committee"), which shall have full power and authority to interpret, construe and administer the Plan and the Committee's interpretation and construction hereof, and actions hereunder, or the amount or recipient of the payment to be made herefrom, shall be binding and conclusive on all persons for all purposes. In this connection, the Committee may delegate to any individual, the duty to act for the Committee hereunder. No director, officer or employee of the Corporation shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of the Plan unless attributable to his or her own willful misconduct or lack of good faith. 3 11. Amendments. ---------- a. The Corporation, through the Compensation Committee of the Corporation's Board of Directors, reserves the right to amend the Plan at any time, in any manner whatsoever, after delivery of written notification to all Participants then having an amount credited to an Account hereunder of its intention and the effective date thereof; provided, however, that no amendment shall have the effect of reducing a Participant's Account balance before the later of the date of the Compensation Committee's action or the effective date of the amendment, as determined in accordance with the provisions of the Plan in effect immediately before such date. b. All amendments to the Plan shall be evidenced by a written document executed by an executive officer of the Corporation. 12. Change of Control. If one of the events listed in Paragraphs 12a to ----------------- 12d occurs, the Corporation and each participating affiliate shall contribute to a grantor trust meeting the requirements of section 671 of the Internal Revenue Code of 1986, as amended, within 30 days thereafter, an amount equal to the entire Account balance standing to the credit of each Participant who was a director of or employed, or formerly employed, by them or any of them. a. Any person, entity or group of persons, within the meaning of section 13(d) or section 14(d) of the Securities Exchange Act of 1934 ("Act"), or any comparable successor provisions shall acquire beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 20 percent or more of either the outstanding shares of common stock or the combined voting power of the Corporation's then outstanding voting securities entitled to vote generally. b. The approval by the stockholders of the Corporation of a reorganization, merger, or consolidation, in each case, with respect to which persons who were stockholders of the Corporation immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50 percent of the combined voting power in the election of directors of the reorganized, merged or consolidated Corporation. c. A liquidation or dissolution of the Corporation's then outstanding securities, or the liquidation or dissolution of the Corporation or of the sale of all or substantially all of the Corporation's assets. d. A "Distribution Date" occurs under the Rights Agreement dated as of January 11, 1999 between the Corporation and American Stock Transfer & Trust Company, as Rights Agent. 13. Termination of the Plan. Continuance of the Plan is completely ----------------------- voluntary, and is not assumed as a contractual obligation of the Corporation or any participating affiliate. The Corporation and each participating affiliate, having adopted the Plan, shall each have the 4 right, at any time, to discontinue prospectively the Plan as to Participants employed or formerly employed by each, or, in the case of the Corporation, serving as a director, after delivery of written notification to the affected Participants of such an intention and the effective date thereof; provided, however, that any such termination shall not adversely affect a Participant's Account balance as of the date of such termination. 14. Miscellaneous. ------------- a. Title to and beneficial ownership of any assets, whether cash or investments, that the Corporation or the participating affiliates may set aside or earmark to meet their respective deferred obligations hereunder, shall at all times remain in the Corporation or affiliate and no Participant or beneficiary shall under any circumstances acquire any property interest in any specific assets of the Corporation or affiliate; provided, however, that legal title to any assets set aside in trust shall be in the trustee of the trust. Nothing contained in the Plan and no action taken pursuant to the provisions of the Plan shall create or be construed to create a fiduciary relationship between the Corporation or affiliate and any Participant or any other person. Any funds that may be invested under the provisions of the Plan shall continue for all purposes to be a part of the general funds of the Corporation or an affiliate and no person other than the Corporation or affiliate shall by virtue of the provisions of the Plan have any interest in such funds. To the extent that any person acquires a right to receive payments from the Corporation or an affiliate under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Corporation or affiliate. b. The right of the Participant or any other person to the payment of deferred compensation or other benefits hereunder shall not be assigned, transferred, pledged or encumbered except by will or by the laws of descent and distribution. c. If the Committee shall find that any person to whom any payment is payable under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any person deemed by the Committee to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Committee may determine. Any such payment shall be a complete discharge of the liabilities of the Corporation and its affiliates under the Plan. d. Nothing contained herein shall be construed as conferring upon a Participant the right to continue in the employ of the Corporation or an affiliate in any capacity. 5 e. The Plan shall be binding upon and inure to the benefit of the Corporation and participating affiliates, and their successors and assigns, and the Participants and their heirs, executors, administrators and legal representatives. 15. The Plan shall be construed in accordance with, and governed by, the law of the State of Delaware except to the extent that such law is superseded by ERISA. 6 IN WITNESS WHEREOF, the Corporation has caused this amendment and restatement of the Plan to be executed and attested by its duly authorized officers and has caused its seal to be affixed as of the date first above written. (CORPORATE SEAL) TELEFLEX INCORPORATED Attest: /s/ Herbert K. Zearfoss By: /s/ Stephen J. Gambone - ----------------------- ---------------------- Secretary Date: March 24, 1999 -------------- 7 EX-5 3 OPINION OF DECHERT PRICE & RHOADS EXHIBIT NO. 5 [Letterhead of Dechert Price & Rhoads] April 21, 1999 Board of Directors Teleflex Incorporated 630 West Germantown Pike, Suite 450 Plymouth Meeting, Pennsylvania 19462 Re: Teleflex Incorporated Deferred Compensation Plan ------------------------------------------------ Dear Lady and Gentlemen: This opinion is furnished to you in connection with a registration statement on Form S-8 (the "Registration Statement"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of $6,000,000 of Deferred Compensation Obligations that represent unsecured obligations of the Company to pay deferred compensation in the future (the "Obligations"). The Obligations are to be offered and sold under the Teleflex Incorporated Deferred Compensation Plan (the "Plan"). We have acted as counsel for the Company and are familiar with the actions taken by the Company in connection with the Plan. For purposes of this opinion we have examined the Plan and such other documents, records, certificates and other instruments as we have deemed necessary or appropriate for the purposes of the opinion expressed herein. Based on the foregoing, we are of the opinion that, when issued pursuant to the terms of the Plan, the Obligations will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Plan, except as enforceability (i) may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally, and (ii) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). We hereby consent to your filing this opinion as an exhibit to the Registration Statement. It is understood that this opinion is to be used only in connection with the offer and sale of the Obligations while the Registration Statement is in effect. Very truly yours, /s/ Dechert Price & Rhoads DECHERT PRICE & RHOADS EX-23 4 CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT NO. 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 related to the Teleflex Incorporated Deferred Compensation Plan, of our report dated February 10, 1999, which appears on page 27 of the 1998 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 27, 1998. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 11 of such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP Thirty South Seventeenth Street Philadelphia, Pennsylvania 19103 March 31, 1999 -----END PRIVACY-ENHANCED MESSAGE-----