Registration No. _________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WEST PHARMACEUTICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1210010
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
101 Gordon Drive 19341
Lionville, Pennsylvania (Zip Code)
(Address of Principal Executive Offices)
2004 STOCK-BASED COMPENSATION PLAN
(Full title of the plan)
John R. Gailey III, Esquire
Vice President, General Counsel and Secretary
West Pharmaceutical Services, Inc.
101 Gordon Drive
Lionville, Pennsylvania 19341
(Name and address of agent for service)
(610) 594-3319
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
===================== ================= ======================== ========================== ===================
Title of securities Amount to be Proposed Proposed Amount of
to be registered Registered maximum offering maximum registration fee
(1) price per share (2) aggregate offering
price (2)
--------------------- ----------------- ------------------------ -------------------------- -------------------
Common Stock,
Par value 1,500,000
$.25 per share Shares $38.70 $58,050,000 $7,354.94
===================== ================= ======================== ========================== ===================
(1) This Registration Statement also registers such additional
indeterminate number of shares of Common Stock or other securities as
may become issuable by reason of the anti-dilution adjustment
provisions of the 2004 Stock-Based Compensation Plan.
(2) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 on the
basis of $38.70 per share, the average of the high and low prices of
the registrant's common stock, par value $.25 per share (the "Common
Stock") as reported in the consolidated reporting system of the New
York Stock Exchange on April 29, 2004.
Item 3. Incorporation of Documents by Reference.
The following documents or information are incorporated by reference in this
registration statement:
(a) The registrant's Annual Report on Form 10-K for the year ended
December 31, 2003 (Commission File No. 1-8036).
(b) The description of the Common Stock contained in the registrant's
Registration Statement on Form 8-A filed on October 17, 1980
(Commission File No. 1-8036).
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.
Item 6. Indemnification of Directors and Officers.
The registrant maintains a policy of insurance under which the
respective directors and officers (as defined therein) of the registrant are
insured subject to specified exclusions and deductibles and retention and
maximum amounts against loss arising from any civil claim or claims which may be
made against any director or officer (as so defined) of the registrant by reason
of any breach of duty, neglect, error, misstatement, misleading statement,
omission or act done or wrongfully attempted or alleged to have been done while
acting in their respective capacities.
Section 8 of Article II of the Bylaws of the registrant provides
that a director shall not be personally liable for monetary damages for any
action taken on or after January 27, 1987, or for failure to take any action on
or after such date unless (i) the director has breached or failed to perform the
duties of his office under Section 8363 of the Pennsylvania Directors Liability
Act (Act 145 of 1986, P.L. 1458), relating to standard of care and justifiable
reliance, and (ii) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness. The provisions of Section 8 of Article II
shall not apply to (i) any criminal statute, or (ii) the liability of a director
for the payment of taxes due to local, state or federal law.
Article IV of the Bylaws provides that the registrant shall
indemnify any person who was or is a party or threatened to be made a party to
any threatened, pending or completed action, suit or proceeding by reason of the
fact that such person is or was a director, officer, employee or agent of the
registrant or serving at the request of the registrant as a director, officer,
employee or agent of another entity. Such indemnification shall be against all
expenses, judgments, fines and amounts paid in settlement of such proceedings to
the extent that such person has not otherwise been indemnified and the power to
give such indemnification has been granted by statute. For this purpose, the
Board has the power to buy and maintain insurance at the registrant's expense.
Payment of expenses may be made to an indemnified person prior to the final
disposition of an action.
The Pennsylvania Directors Liability Act and the Pennsylvania
Business Corporations Law authorize the indemnification set forth above if the
actions of the person to be indemnified did not constitute willful misconduct or
recklessness or, in the opinion of the registrant, self- dealing. The character
of the conduct of the person to be indemnified shall be determined by members of
the Board not parties to such litigation, independent counsel or the
shareholders of the registrant. The obligation of the registrant to indemnify a
director, officer, employee or agent under Article IV constitutes a contract
between the registrant and such person, and no modification or repeal of any
provision of Article IV will affect, to the detriment of the director, officer,
employee or agent such obligations of the registrant in connection with a claim
based in any act or failure to act occurring before such modification or repeal.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
5 Opinion of General Counsel regarding
legality of securities being registered.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of General Counsel
(contained in opinion filed as Exhibit 5)
24 Powers of Attorney
Item 9. Undertakings
1. The undersigned registrant hereby undertakes:
(a) 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 of 1933;
(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) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(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 (a)(i) and (a)(ii) above do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and 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 Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
3. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the Borough of Lionville, Commonwealth of Pennsylvania, on the
4th day of May, 2004.
WEST PHARMACEUTICAL SERVICES, INC.
/s/ J. R. Gailey
John R. Gailey III, Vice President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
----------------------------------------------- -------------------------------------------------- -----------------
/s/ Donald E. Morel, Jr. Director, Chairman of the Board, President and
---------------------------
Donald E. Morel, Jr. Chief Executive Officer (principal executive
officer) May 4, 2004
/s/ William J. Federici Vice President and Chief Financial Officer
------------------------------------ (principal financial officer) May 4, 2004
William J. Federici
/s/ Joeseph E. Abbott Vice President and Corporate Controller
------------------------------------ (principal accounting officer) May 4, 2004
Joseph E. Abbott
* Director
------------------------------------
Tenley E. Albright
* Director
------------------------------------
John W. Conway
Director
------------------------------------
George W. Ebright
* Director
------------------------------------
L. Robert Johnson
Director
------------------------------------
William H. Longfield
* Director
------------------------------------
John P. Neafsey
Director
------------------------------------
Anthony Welters
* Director
------------------------------------
Geoffrey F. Worden
* Director
------------------------------------
Robert C. Young
* Director
------------------------------------
Patrick J. Zenner
* By: /s/ J. R. Gailey
----------------
John R. Gailey III
Attorney-in-Fact May 4, 2004
Exhibit Index
Exhibit No. Description
5 Opinion of General Counsel regarding
legality of securities being registered.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Corporate Counsel
(contained in opinion filed as Exhibit 5)
24 Powers of Attorney