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 issuer as specified in its charter)
Pennsylvania 3-12 10010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Gordon Drive
Lionville, Pennsylvania 19341
(Address of Principal Executive Offices) (Zip Code)
1998 KEY EMPLOYEE INCENTIVE 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
price per share (1) aggregate offering
price (1)
--------------------------------------------------------------------------------------------------------------------------
Common Stock, 400,000
Par value Shares $28.865 $11,546,000 $1,070
$.25 per share
==========================================================================================================================
(1) 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 $28.865 per share, the average of the high and low prices of the
Company's Common Stock as reported in the consolidated reporting system of
the New York Stock Exchange on May 3, 2002.
INCORPORATION OF PREVIOUSLY FILED REGISTRATION STATEMENT BY REFERENCE
The shares of the common stock, par value, $.25 per share, ("Common Stock") of
West Pharmaceutical Services, Inc. (the "Company") being registered hereby will
be offered and sold pursuant to the terms of the Company's 1998 Key Employee
Incentive Compensation Plan (the "Plan"). A Registration Statement on Form S-8
(No. 33-53817) has been filed with the Commission and is currently effective.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement:
(a) The Company's Annual Report on Form 10-K for the year ended December 31,
2001 (Commission File No. 1-8036).
(b) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on October 17, 1980 (Commission
File No. 1-8036).
All documents subsequently filed by the Company 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 hereby 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 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
Page 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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
2nd day of May, 2002.
WEST PHARMACEUTICAL SERVICES, INC.
By: /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. President and Chief Executive Officer May 2, 2002
Donald E. Morel, Jr. (Principal Executive Officer)
/s/L. R. Altemus Vice President and Chief Financial Officer May 2, 2002
Linda R. Altemus (Principal Financial Officer)
/s/Joseph E. Abbott Vice President and Controller May 2, 2002
Joseph E. Abbott (Principal Accounting Officer)
/s/Donald E. Morel, Jr. Director May 2, 2002
Donald E. Morel, Jr.
/s/William G. Little Director May 2, 2002
William G. Little
----
/s/ Tenley E. Albright* Director |
/s/ John W. Conway* Director |
/s/ George W. Ebright* Director |
/s/ L. Robert Johnson* Director | By: /s/J. R. Gailey
John R. Gailey III
/s/ William H. Longfield* Director | Attorney-in-Fact
May 2, 2002
/s/ John P. Neafsey* Director |
/s/ Anthony Welters* Director |
/s/Geoffrey F. Worden* Director |
----
*Powers of attorney authorizing John R. Gailey III to execute this Registration
Statement, and amendments thereto, for each of the directors of Registrant on
whose behalf this Registration Statement is filed, have been executed and filed
in Exhibit 24 to this Registration Statement.
Page 3
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
5 Opinion of General Counsel
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Corporate Counsel
(contained in opinion filed as Exhibit 5)
24 Powers of Attorney
Page 4