As filed with the Securities and Exchange Commission on November 5, 2002
Registration No. ____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
---------------
JEFFREY P. BLACK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TELEFLEX INCORPORATED
SUITE 450
630 WEST GERMANTOWN PIKE
PLYMOUTH MEETING, PENNSYLVANIA 19462
(610) 834-6301
(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:
JOAN W. SCHWARTZ, ESQ.
TELEFLEX INCORPORATED
155 SOUTH LIMERICK ROAD
LIMERICK, PENNSYLVANIA 19468
(610) 948-2812
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock, $1.00
par value per share 300,000 shares (1) (2) $12,630,000 $1,162
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(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 additional shares registered by this Registration Statement
for issuance in connection with the Teleflex Incorporated Voluntary Investment
Plan, by $42.10, the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange on October 31, 2002, within five
business days prior to November 5, 2002.
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. 033-53385 filed on April 29, 1994.
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 Beckman and Associates
5(b) Company undertaking in lieu of Opinion of Counsel
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Beckman and Associates (contained in Exhibit 5(a)
to this Registration Statement).
Item 9. UNDERTAKINGS
Not Applicable
II-1
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
4th of November 2002.
TELEFLEX INCORPORATED
By: /S/ Jeffrey P. Black
------------------------------------
Jeffrey P. Black, President 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 November 4, 2002.
Signature Title
--------- -----
/S/ Lennox K. Black Director and Chairman of the Board
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Lennox K. Black
/S/ Jeffrey P. Black President and Chief Executive Officer
------------------------------------ (Principal Executive Officer)
Jeffrey P. Black
/S/ Harold L. Zuber, Jr. Executive Vice President and Chief Financial Officer
------------------------------------ (Principal Financial and Accounting Officer)
Harold L. Zuber, Jr.
/S/ Stephen Gambone Controller and Chief Accounting Officer
------------------------------------ (Principal Accounting Officer)
Stephen Gambone
/S/ Patricia C. Barron Director
------------------------------------
Patricia C. Barron
/S/ Donald Beckman Director
------------------------------------
Donald Beckman
/S/ William R. Cook Director
------------------------------------
William R. Cook
/S/ Joseph S. Gonnella Director
------------------------------------
Joseph S. Gonnella
/S/ Sigismundus W.W. Lubsen Director
------------------------------------
Sigismundus W. W. Lubsen
/S/ Palmer E. Retzlaff Director
------------------------------------
Palmer E. Retzlaff
/S/ James W. Stratton Director
------------------------------------
James W. Stratton
II-2
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 4th day
of November 2002.
TELEFLEX INCORPORATED
VOLUNTARY INVESTMENT PLAN
/S/ Terry R. Moulder
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Terry R. Moulder, Member
Plan Administrative Committee
II-3
EXHIBIT INDEX
5(a) Opinion of Beckman and Associates
5(b) Company undertaking in lieu of Opinion of Counsel
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Beckman and Associates (contained in Exhibit 5(a)
to this Registration Statement)