-----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, HNFU3E8ncHxN1QBmDx3j2zWMo+zJa9fevYfux24idLFT16Utubv4l5CcSHK/nXT+ IgnzBrwDMb1VQIfiIkY9xg== 0001299933-10-000109.txt : 20100111 0001299933-10-000109.hdr.sgml : 20100111 20100111172031 ACCESSION NUMBER: 0001299933-10-000109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100111 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100111 DATE AS OF CHANGE: 20100111 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05353 FILM NUMBER: 10520940 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 8-K 1 htm_35791.htm LIVE FILING Teleflex Incorporated (Form: 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):   January 11, 2010

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, Pennsylvania   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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 11, 2010, Teleflex Incorporated (the "Company") announced that Richard A. Meier has been appointed as Executive Vice President and Chief Financial Officer of the Company, effective as of the close of business on January 11, 2010. Mr. Meier replaces Kevin K. Gordon who, as previously announced, has decided to leave the Company.

In connection with his appointment to this position, Mr. Meier will receive an annual salary of $500,000 and is eligible for participation in the Company's annual bonus plan, with a target bonus percentage of 80% of his base salary. Mr. Meier is eligible to participate in the Company's annual equity incentive compensation program, with an equity incentive percentage of 200% of his base salary. Mr. Meier is also eligible to participate in the Company's relocation program.

In addition, the Compensation Committee of the Company's Board of Directors has approved equity awards to Mr. Meier with a value of $500,000. Sixty-five percent of the equity award will be issued in the form of stock options, and the remaining thirty-five percent of the award will be issued in shares of restricted stock. The effective grant date of the awards will be January 14, 2010, which is the third business day after the release of the Company's 2010 financial outlook. The options will vest in three equal annual installments beginning one year from the date of grant, and will have an exercise price per share equal to the closing price of the Company's common stock on the date of grant, as reported on the New York Stock Exchange. The restricted stock award will vest in its entirety on the third anniversary of the date of grant.

The Company has extended executive severance and change-in-control benefits to Mr. Meier on substantially similar terms as those set forth in the executive severance and change-in-control agreements previouly in place with Mr. Gordon. A description of the material terms of the agreements are set forth in the Company's 2009 Proxy Statement under the section "Potential Payments Upon Termiantion or Change of Control."





Item 7.01 Regulation FD Disclosure.

On January 11, 2010, the Company issued a press release announcing the appointment of Mr. Meier as Executive Vice President and Chief Financial Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated January 11, 2010.






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
          
January 11, 2010   By:   Jeffrey P. Black
       
        Name: Jeffrey P. Black
        Title: Chairman, President and Chief Executive Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release, dated January 11, 2010
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

Exhibit 99.1

     
Teleflex ®
  NEWS
155 South Limerick Road, Limerick, PA 19468 USA — Phone: 610-948-5100 — Fax: 610-948-5101
     
Contact:  
Jake Elguicze
Vice President Investor Relations
610-948-2836
     
FOR IMMEDIATE RELEASE
  January 11, 2010

Teleflex Incorporated Names Richard (Randy) Meier
Chief Financial Officer

Medical Device Industry Executive Joins Teleflex as
Executive Vice President and CFO

LIMERICK, Pa.—(BUSINESS WIRE)—Teleflex Incorporated (NYSE: TFX — News) has announced the appointment of Richard (Randy) Meier as executive vice president and chief financial officer, effective the close of business today. Mr. Meier was previously president and chief operating officer of Advanced Medical Optics, Inc., a publicly-traded $1.2 billion global ophthalmic medical device company.

“Randy brings a depth of experience to the chief financial officer role, with more than 10 years of financial and operational leadership in medical device and pharmaceutical companies,” said Jeffrey P. Black, Teleflex chairman and chief executive officer. “His proven track record leading high performance, fast-growth organizations is a great addition to our team as we execute on our strategic initiatives.”

Added Black, “Randy has demonstrated strong financial acumen and a commitment to maintaining solid financial fundamentals and operational effectiveness programs while building organizations that can deliver consistent revenue growth through targeted acquisitions and organic growth initiatives. We look forward to his future contributions at Teleflex.”

Mr. Meier succeeds Kevin K. Gordon who, as previously announced, is leaving Teleflex this month after 13 years with the company.

Mr. Meier is currently a member of the board of directors of BioMarin Pharmaceuticals, Inc. and Staar Surgical Co. He was an executive with Advanced Medical Optics, Inc. (NYSE: EYE) from 2002 until the company was acquired in 2009. He served as executive vice president and chief financial officer of Valeant Pharmaceuticals, Inc. (NYSE: VRX) from 1999-2002.

About Teleflex Incorporated
Teleflex is a diversified global company with a significant presence in medical technology and niche businesses serving aerospace and commercial markets. Teleflex Medical, the company’s largest business segment, designs, manufactures and distributes medical devices for critical care and surgical applications serving customers in more than 140 countries. The company is focused on medical device technology that enables healthcare providers to improve outcomes, reduce infections and improve patient and provider safety. Additional information about Teleflex can be obtained from the company’s website at www.teleflex.com.

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