Registration No. 333-_______
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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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TELEDYNE TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 25-1843385
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
12333 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064
(Address of principal executive offices)
TELEDYNE TECHNOLOGIES INCORPORATED
2002 STOCK INCENTIVE PLAN
(Full title of the plan)
JOHN T. KUELBS
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TELEDYNE TECHNOLOGIES INCORPORATED
12333 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064
(Name and address of agent for service)
(310) 893-1600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock, par value $.01 per 2,400,000(1)(2) $16.66 (3) $39,984,000 $3,678.53
share
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(1) This Registration Statement also registers additional securities to
be offered or issued upon adjustment or changes made to the registered
securities by reason of any stock splits, stock dividends or similar
transactions as permitted by Rule 416(a) and Rule 416(b) under the Securities
Act of 1933, as amended (the "Securities Act").
(2) Includes preferred stock purchase rights. Prior to the occurrence
of certain events, the preferred stock purchase rights will not be evidenced
separately from the common stock.
(3) Estimated solely for the purpose of calculating the registration
fee under Rule 457(h), based on the average of the high and low prices for the
Registrant's Common Stock reported on the New York Stock Exchange on April 23,
2002.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), are incorporated by reference into this
Registration Statement: (i) the Registrant's annual report on Form 10-K, filed
with the Commission on March 18, 2002, for the fiscal year ended December 30,
2001 (File No. 001-15295); and (ii) the description of the Registrant's Common
Stock contained in the Registrant's Registration Statement on Form 10, as
amended, filed with the Commission (File No. 001-15295).
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of filing of such document with the Commission until the
information contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration Statement or
by any document which constitutes part of the prospectus relating to the
Teledyne Technologies Incorporated 2002 Stock Incentive Plan (the "Plan")
meeting the requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement
is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article SEVEN of the
Registrant's Restated Certificate of Incorporation provides that no director of
the Registrant shall be personally liable to the Registrant or its stockholders
in accordance with the foregoing provisions of Section 102(b)(7).
Under Section 145 of the DGCL, a Delaware corporation has the power to
indemnify directors and officers under certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses, including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of being a director or officer of the
Registrant if it is determined that the director or the officer acted in
accordance with the applicable standard of conduct set forth in such statutory
provision. Article EIGHT of the Registrant's Restated Certificate of
Incorporation provides that any person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director or an officer of the
Registrant or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including
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service with respect to an employee benefit plan, whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the Registrant to
the fullest extent authorized by the DGCL.
The Registrant has purchased directors' and officers' liability
insurance covering certain liabilities which may be incurred by the officers and
directors of the Registrant in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of Teledyne Technologies Incorporated (including
Certificate of Designation of Series A Junior Participating Preferred Stock) (incorporated by
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended
January 2, 2000 (File No. 1-15295)).
4.2 Amended and Restated Bylaws of Teledyne Technologies Incorporated (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended January 2, 2000
(File No. 1-15295)).
4.3 Rights Agreement dated as of November 29, 1999 between Teledyne Technologies Incorporated and
ChaseMellon Shareholder Services, L.L.C. (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated as of November 29, 1999 (File No. 1-15295)).
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality of the shares being registered
hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion filed as Exhibit 5.1).
24.1 Power of Attorney.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(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;
(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)(1)(i) and (a)(1)(ii) of this section 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 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 City of Los Angeles, State of California, on this 24th day of
April, 2002.
TELEDYNE TECHNOLOGIES INCORPORATED
By: /s/ ROBERT MEHRABIAN
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Robert Mehrabian
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date(s) indicated:
SIGNATURE CAPACITY DATE
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/s/ Robert Mehrabian Chairman, President and Chief Executive April 24, 2002
------------------------------------- Officer (Principal Executive Officer)
Robert Mehrabian
/s/ Robert J. Naglieri Senior Vice President and Chief Financial April 24, 2002
------------------------------------- Officer (Principal Financial Officer)
Robert J. Naglieri
/s/ Dale A. Schnittjer Vice President and Controller (Principal April 24, 2002
------------------------------------- Accounting Officer)
Dale A. Schnittjer
* Director April 24, 2002
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Robert P. Bozzone
* Director April 24, 2002
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Frank V. Cahouet
* Director April 24, 2002
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Diane C. Creel
* Director April 24, 2002
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Charles Crocker
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SIGNATURE CAPACITY DATE
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* Director April 24, 2002
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Paul D. Miller
* Director April 24, 2002
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Charles J. Queenan, Jr.
* Director April 24, 2002
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Michael T. Smith
* /s/ MELANIE S. CIBIK
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Melanie S. Cibik
Pursuant to a Power of Attorney
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of Teledyne Technologies
Incorporated (including Certificate of Designation of Series A
Junior Participating Preferred Stock) (incorporated by reference
to Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the year ended January 2, 2000 (File No. 1-15295)).
4.2 Amended and Restated Bylaws of Teledyne Technologies Incorporated
(incorporated by reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended January 2, 2000 (File No.
1-15295)).
4.3 Rights Agreement dated as of November 29, 1999 between Teledyne
Technologies Incorporated and ChaseMellon Shareholder Services,
L.L.C. (incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated as of November 29, 1999 (File
No. 1-15295)).
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality of
the shares being registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney.
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