As
filed with the Securities and Exchange Commission December 30 , 2008 Registration No.
333
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
[Missing
Graphic Reference]
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
(State
or Other Jurisdiction of Incorporation or Organization)
23-1210010
(I.R.S.
Employer Identification No.)
101
Gordon Drive
Lionville,
PA 19341
(Address
of Principal Executive Offices and Zip Code)
West
Pharmaceutical Services, Inc. 401(k) Plan
The
Tech Group 401(k) Plan
(Full
Title of the Plans)
John
R. Gailey III
Vice
President, General Counsel and Secretary
West
Pharmaceutical Services, Inc.
101
Gordon Drive
Lionville,
PA 19341
(Name
and Address of Agent For Service)
(610)
594-2900
(Telephone
Number, Including Area Code, of Agent For Service)
________________________
CALCULATION
OF REGISTRATION FEE
Title
of Securities
To
Be Registered
|
Amount
To Be Registered(1)
|
Proposed
Maximum Offering Price Per Share(2)
|
Proposed
Maximum
Aggregate
Offering
Price(2)
|
Amount
of
Registration
Fee(2)
|
Common
Stock
Par
Value $.25 Per Share
|
250,000(3)
|
$35.89
|
$8,972,500.00
|
$352.62
|
Common
Stock
Par
Value $.25 Per Share
|
200,000(4)
|
$35.89
|
$7,178,000.00
|
$282.10
|
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
“Securities Act”), this registration statement also registers such additional
shares of Common Stock that become available under the foregoing plan in
connection with changes in the number of outstanding Common Stock because of
events such as recapitalizations, stock dividends, stock splits and reverse
stock splits, and any other securities with respect to which the outstanding
shares are converted or exchanged. In addition, pursuant to Rule
416(c) under the Securities Act, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to each of the
employee benefit plans described herein.
(2)
Estimated solely for the purpose of calculating the registration fee. This
registration fee has been calculated pursuant to Rule 457(h)(1) and Rule 457(c)
of the Securities Act based upon the average of the high and low prices
of West Pharmaceutical Services, Inc. Common Stock, par value $0.25
per share, on December 24, 2008, as reported by the New York Stock
Exchange, which was $35.89.
(3) These
shares are registered for issuance under the West Pharmaceutical Services, Inc.
401(k) Plan.
(4) These
shares are registered for issuance under The Tech Group 401(k)
Plan.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
The
Company previously registered 1,100,000 shares of Common Stock and an
indeterminate number of plan interests for issuance under the West
Pharmaceutical Services, Inc. 401(k) Plan, formerly known as the West
Pharmaceutical Services, Inc. Savings Plan (the “West Plan”) on a
Form S-8 filed with the Commission on June 1, 2007. The Company is
registering an additional 250,000 shares of Common Stock and an indeterminate
number of plan interests for issuance under the West Plan. The
Company is also registering 200,000 shares of Common Stock and an indeterminate
number of plan interests for issuance under The Tech Group 401(k) Plan. The
documents containing the information specified in Part I, Items 1 and 2, will be
delivered to all participants in each of the 401(k) plans in accordance with
Form S-8 and Rule 428 of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents filed with the Securities and Exchange Commission (the
“Commission”) (File No. 1-8036) are incorporated herein by
reference:
1.
|
The
Annual Report on Form 10-K of West Pharmaceutical Services, Inc. (“West”
or the “Company”) for the fiscal year ended December 31, 2007, filed on
February 29, 2008.
|
2.
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2008, filed on May 8, 2008.
|
3.
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2008, filed on August 7, 2008.
|
4.
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2008, filed on November 6,
2008.
|
5.
|
The
West Pharmaceutical Services, Inc. 401(k) Plan’s Annual Report on Form
11-K for the fiscal year ended December 31, 2007, filed on June 25,
2008.
|
6.
|
All
other reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the “Exchange Act”) since December
31, 2007, consisting of the Company’s Current Reports on Form 8-K filed on
January 9, 2008, January 30, 2008, February 11, 2008, February 21, 2008,
February 22, 2008, February 29, 2008, March 13, 2008, March 18, 2008, May
1, 2008, May 27, 2008, July 31, 2008, August 5, 2008, August 12, 2008,
September 17, 2008, September 23, 2008, October 8, 2008, October 20, 2008,
and November 4, 2008, respectively.
|
7.
|
The
Registration Statement on Form 8-A filed by the Company on October 17,
1980, which contains a description of the Company’s Common
Stock.
|
All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act 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
of such documents.
Item
4. Description of Securities
Not Applicable
Item
5. Interests of Named Experts and Counsel
The legality of the shares of common
stock to be offered hereby has been passed upon by John R. Gailey III, Vice
President, General Counsel and Secretary of the Company. Mr. Gailey
owns substantially less then 1% of the outstanding shares of West common stock.
Mr. Gailey is eligible to participate in the West Plan.
Item
6. Indemnification of Directors and Officers
The
Company maintains a policy of insurance under which the respective directors and
officers (as defined therein) of the Company 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 Company 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 Company 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 Company 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 Company or serving at the
request of the Company 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 Company’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 Company, 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 Company. The
obligation of the Company to indemnify a director, officer, employee or agent
under Article IV constitutes a contract between the Company 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
Company in connection with a claim based in any act or failure to act occurring
before such modification or repeal.
Item
7. Exemption From Registration Claimed
Not Applicable
Item
8. List of Exhibits
4.1
|
Articles
5, 6, 8(c) and 9 of the Amended and Restated Articles of Incorporation of
the Registrant (incorporated by reference to Exhibit (3)(a) of the
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2007).
|
4.2
|
Article
I and V of the Bylaws of the Registrant, as amended (incorporated by
reference to Exhibit (3)(b) to the Registrant’s Form 10-Q for the quarter
ended September 30, 2008).
|
4.3
|
Form
of stock certificate for common stock (incorporated by reference to
Exhibit (4)(a) of the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2007).
|
23.1
|
Consent
of Counsel (included in Exhibit
5.1).*
|
23.2
|
Consent
of PricewaterhouseCoopers LLP.*
|
23.3
|
Consent
of Fischer Cunnane & Associates
Ltd.*
|
24.1
|
Powers
of Attorney.*
|
* Filed
herewith.
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 this 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 this 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 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement;
provided,
however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if 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 this
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; and
(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 further undertakes that, for the 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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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 provisions and arrangements that exist whereby the
Registrant may indemnify such persons against liabilities arising under the
Securities Act of 1933, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
4. The
Registrant undertakes that it will submit each of the Plans and any amendment
thereto to the Internal Revenue Service (“IRS”) in a timely manner and will make
all changes required by the IRS in order to qualify the Plans.
SIGNATURES
The
Registrant: Pursuant to the requirements of the Securities Act of 1933, the
Registrant, West Pharmaceutical Services, Inc., a Pennsylvania corporation,
certifies that it has reasonable grounds to believe it meets all 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
30th day of December, 2008.
WEST
PHARMACEUTICAL SERVICES, INC.
By John
R. Gailey
III
John R.
Gailey III, Vice President,
General Counsel and
Secretary
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below on December 30, 2008 by the following persons in the
capacities indicated:
Signature
|
Title
|
DONALD E. MOREL,
JR
Donald
E. Morel, Jr.
|
Chairman
of the Board and Chief Executive Officer
(Principal
Executive Officer)
|
WILLIAM J.
FEDERICI
William
J. Federici
|
Vice
President and Chief Financial Officer
(Principal
Financial Officer)
|
JOSEPH E.
ABBOTT
Joseph
E. Abbott
|
Vice
President and Controller
(Principal
Accounting Officer)
|
*
(Thomas
W. Hofmann)
|
Director
|
*
(L.
Robert Johnson)
|
Director
|
*
(Paula
A. Johnson)
|
Director
|
*
(John
P. Neafsey)
|
Director
|
*
(John
H. Weiland)
|
Director
|
*
(Anthony
Welters)
|
Director
|
*
(Geoffrey
F. Worden)
|
Director
|
*
(Robert
C. Young)
|
Director
|
*
(Patrick
J. Zenner)
|
Director
|
*By JOHN R. GAILEY
III
(John
R. Gailey III)
Attorney-in-fact
|
|
SIGNATURES
The
Plans: Pursuant to the requirements of the Securities Act of 1933, the
administrators of the West Pharmaceutical Services, Inc. 401(k) Plan and The
Tech Group 401(k) Plan have 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 30th day of December,
2008.
WEST PHARMACEUTICAL
SERVICES, INC. 401(K) PLAN
By Richard
D.
Luzzi
Name: Richard D. Luzzi
Title: Vice
President, Human Resources
Plan Administrator
THE TECH GROUP 401(K)
PLAN
By Richard
D. Luzzi
Name:Richard D.
Luzzi
Title: Vice
President, Human Resources
Plan Administrator
EXHIBIT
INDEX
Exhibit Page
Number Description Number
4.1
|
Articles
5, 6, 8(c) and 9 of the Amended and Restated Articles of Incorporation of
the Registrant (incorporated by reference to Exhibit (3)(a) of the
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2007).
|
4.2
|
Article
I and V of the Bylaws of the Registrant, as amended (incorporated by
reference to Exhibit (3)(b) to the Registrant’s Form 10-Q for the quarter
ended September 30, 2008).
|
4.3
|
Form
of stock certificate for common stock (incorporated by reference to
Exhibit (4)(a) of the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2007).
|
5.1 Opinion
of Counsel.*
23.1 Consent
of Counsel (included in Exhibit 5.1).*
23.2 Consent
of PricewaterhouseCoopers LLP.*
24.1
|
Powers
of Attorney.*
|
* Filed
herewith.
[LETTERHEAD
OF JOHN R. GAILEY III]
EXHIBIT
5.1
December 30, 2008
Securities
and Exchange Commission
100 F
Street, NE
Washington,
DC 20549
Dear
Sirs:
This opinion is being delivered
in connection with the preparation of the Registration Statement on Form S-8
(the Registration Statement”) of West Pharmaceutical Services, Inc., a
Pennsylvania corporation (the “Company”), being filed with the Securities and
Exchange Commission under the Securities Act of 1993, as amended, relating to
the offering of an additional 250,000 shares of its Common Stock, par value
$0.25 per share (the “Shares”), pursuant to the West Pharmaceutical Services,
Inc. 401(k) Plan and 200,000 Shares pursuant to The Tech Group 401(k) Plan
(collectively, the “Plans”).
I have examined the originals, or
photostatic or certified copies, of such records of the Company and such other
documents as I have deemed relevant and necessary as the basis for the opinions
set forth below. In my examination, I have assumed the genuineness of
all signatures, the legal capacity and competency of all natural persons, the
authenticity of all documents submitted to me as originals and the conformity to
original documents of all documents submitted to me as copies. I have
also assumed the accuracy of all other information provided to me by the Company
during the course of my investigation, on which I have relied in issuing the
opinion expressed below.
Based upon the foregoing examination
and in reliance thereon, and subject to the qualifications, assumptions and
limitations stated herein and in reliance on the statements of fact contained in
the documents that I have examined, I am of the opinion that the Shares, when
issued and sold in accordance with the terms set forth in the Plans and against
payment of due consideration therefor, and when the Registration Statement has
become effective under the Securities Act, will be validly issued, fully paid
and non-assessable.
My opinion expressed above is limited
to the laws of the Commonwealth of Pennsylvania and federal law.
I hereby consent to the filing of this
opinion as an exhibit to the Registration Statement, and I further consent to
the use of my name under Item 5 in the Registration Statement and the prospectus
that forms a part thereof.
Very truly yours,
John R. Gailey
III
John R. Gailey III
EXHIBIT
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby
consent to the incorporation by reference in this Registration Statement on Form
S-8, of our report dated February 26, 2008 relating to the financial statements,
financial statement schedule and the effectiveness of internal control over
financial reporting, which appears in West Pharmaceutical Services, Inc.’s
Annual Report on Form 10-K for the year ended December 31, 2007.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers
LLP
Philadelphia,
PA
December
30, 2008
EXHIBIT
23.3
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board
of Directors
West
Pharmaceutical Services, Inc.:
We
consent to the incorporation by reference in the registration statement on this
Form S-8 filed by West Pharmaceutical Services, Inc. of our report dated June
25, 2008, with respect to the statements of net assets available for benefits of
the West Pharmaceutical Services, Inc. 401(K) Plan as of December 31, 2007 and
2006, and the related statements of changes in net assets available for benefits
for the years ended December 31, 2007 and 2006, and the related supplemental
schedule of assets (held at end of year) as of December 31, 2007 and the related
schedule of reportable transactions for the year ended December 31, 2007, which
report appears in the December 31, 2007 annual report on Form 11-K of the West
Pharmaceutical Services, Inc. 401(K) Plan.
Fischer Cunnane &
Associates Ltd
Fischer
Cunnane & Associates Ltd
Certified
Public Accountants
December
30, 2008
EXHIBIT 24.1
[FORM]
POWER OF ATTORNEY
The
undersigned hereby authorizes and appoints John R. Gailey III as his/her
attorney-in-fact to sign on his/her behalf and in his/her capacity as a director
of West Pharmaceutical Services, Inc. (the “Company”), and to file the
Registration Statement on Form S-8 or other applicable form for the registration
of shares, with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, of the Company’s Common Stock, par value $.25 per share, to
be issued under the Company 401(k) Plan and The Tech Group 401(k) Plan, and all
amendments, including Post Effective Amendments, exhibits and supplements
thereto.
Dated:
December 16, 2008
/s/ Director’s
Signature
Director