SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT No. 2 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended June 30, 2002
--------------
Commission File Number 1-8036
------
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
incorporation or organization) Identification Number)
101 Gordon Drive, PO Box 645,
Lionville, PA 19341-0645
----------------------------------- -------------
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 610-594-2900
-------------------------------------
N/A
----------------------------------------------------------------------
Former name, former address and former fiscal year, if
changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
June 30, 2002 -- 14,462,107
----------------------------------------------------------------------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
INTRODUCTORY NOTE
--------------------------------
West Pharmaceutical Services, Inc. is filing this Amendment No. 2 to Quarterly
Report on Form 10-Q for its fiscal quarter ended June 30, 2002 (the "Form
10-Q"), in order to include information required by Part II, Item 4, which was
inadvertently omitted from the Form 10-Q as originally filed; no other changes
are being made by means of this filing.
PART II
Item. 4. Submission of Matters to a Vote of Security Holders.
(a) The Company held its annual meeting of shareholders on April 30, 2002.
(c) Three matters were voted on at the annual meeting: (1) the election of
three directors in Class III; (2) the approval of an amendment to the
Company's 1998 Key Employee Incentive Compensation Plan; and (3) the
ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent accountants for 2002. The results of the voting are
as follows:
Proposal #1 - Election of Directors
For Withheld
--------- ---------
Tenley E. Albright 9,609,296 1,634,404
John W. Conway 9,611,412 1,632,288
Donald E. Morel, Jr. 9,609,296 1,634,404
Proposal # 2 - Amendment to the 1998 Key Employee Incentive Compensation
Plan
For Against Abstained
--------- --------- ---------
8,133,053 3,082,655 27,989
Proposal # 3- Ratification of Appointment of Independent Accountants
For Against Abstained
---------- --------- ---------
11,014,887 207,932 20,878
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, West Pharmaceutical Services, Inc. has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.
WEST PHARMACEUTICAL SERVICES, INC.
(Registrant)
By /s/ Joseph E. Abbott
-----------------------------------------------
Joseph E. Abbott
Vice President and Corporate Controller
(Chief Accounting Officer)
August 14, 2002
-----------------------------------------------
Date