8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 14, 2004

Teleflex Incorporated
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-5353	23-1147939
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
155 South Limerick Road, Limerick, PA		19468
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code 610-948-5100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

On September 14, 2004, Teleflex Incorporated (the "Company") sent a notice to its directors and executive officers informing them that a blackout period will be in effect beginning on September 23, 2004 and ending on approximately October 21, 2004 restricting them from purchasing, acquiring, selling, or otherwise transferring certain equity securities of the Company. This notice was provided pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002. The Company received the notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 on July 30, 2004.

A copy of the notice provided to the Company’s directors and executive officers is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Notice to directors and executive officers

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Teleflex Incorporated (Registrant)
September 14, 2004	By:	Joan W. Schwartz
		Name: Joan W. Schwartz
		Title: Associate General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
EX-99.1	Notice to directors and executive officers

EX-99.1

EXHIBIT 99.1

Teleflex Incorporated
Notice of Blackout Trading Restriction
September 14, 2004

As we have previously advised employees of Teleflex Incorporated (the “Company”), this notice is to inform you that the Teleflex Incorporated 401(k) Savings Plan (“Plan”) will be changing its trustee and recordkeeper from PNC Bank N.A. to The Vanguard Group, Inc. As a result of this change, all Plan participants will be unable to buy or sell, or otherwise acquire, transfer or dispose of shares of Teleflex Incorporated common stock (“Company Stock”) held in their individual Plan accounts for a period of more than three consecutive business days.

In addition, during this period, known as a “blackout period,” as an officer or director of the Company, you are prohibited from directly or indirectly buying, selling or otherwise acquiring, transferring or disposing of (“trading”) any shares of Company Stock (or any derivative of Company Stock such as an option, stock appreciation right or phantom stock unit) that you have acquired outside of the Plan in connection with your service or employment as a director or executive officer of the Company. Company Stock (and any derivative of Company Stock) subject to this “blackout trading restriction” includes not only stock-based compensation received while you are a director or executive officer of the Company, such as options, phantom units or restricted stock, but also stock or stock derivatives that you have received or acquired (1) while a director or executive officer as a result of transactions or business relationships with the Company or any of its subsidiaries that are reportable on the Company’s proxy statement, (2) while a director or executive officer to satisfy mandatory stock ownership requirements applicable to Company directors and executive officers, (3) as an inducement to service with the Company before you actually become a director or executive officer, and (4) pursuant to a merger or other business combination where you received Company Stock in exchange for stock that you previously acquired in connection with service as a director or executive officer with another company. If you trade Company Stock (or a Company Stock derivative) that was not acquired in one of the above-described ways during the blackout period, it will be treated as a prohibited trade unless you specifically identify the source of the stock/derivative and show that it was not acquired in connection with your service as a director or executive officer of the Company.

The blackout trading restriction does not extend to all trades in Company Stock. For example, trades that are the result of events outside of your control (e.g., a disposition required by law or court order, an acquisition or disposition by will or gift, or an increase in shares held due to a stock split or stock dividend) are exempt from the restriction, regardless of whether they involve Company Stock (or Company Stock derivatives) that were originally acquired in connection with your service as a director or executive officer of the Company. However, any trade in Company Stock (or Company Stock derivatives) that is initiated by you during the blackout period will be presumed to be prohibited unless you prove that the stock or stock derivative was not acquired in connection with your service with the Company as a director or executive officer.

A violation of the blackout trading restriction may result in an enforcement action against you by the Securities and Exchange Commission. In addition, any profit realized from a prohibited trade will be recoverable by the Company.

The blackout period is expected to begin on September 23, 2004 and expected to end on October 21, 2004.

Please bear in mind that in addition to the restrictions described in this notice, your ability to trade in Company Stock or derivatives is also limited by the Company’s Insider Trading Policy.

If you have any questions concerning this notice, you should contact Terry Moulder at the following address and telephone number:

Teleflex Incorporated
155 South Limerick Road
Limerick, PA 19468
(610) 948-5100