AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2002.
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
WEST PHARMACEUTICAL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 3060 23-1210010
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
-----------------
101 GORDON DRIVE
LIONVILLE, PA 19341
(610) 594-2900
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
-----------------
JOHN R. GAILEY III, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
WEST PHARMACEUTICAL SERVICES, INC.
101 GORDON DRIVE
LIONVILLE, PA 19341
(610) 594-2900
(Name, address including zip code, and telephone number,
including area code, of agent for service)
-----------------
With Copies to:
CHRISTOPHER G. KARRAS, ESQ.
DECHERT
4000 BELL ATLANTIC TOWER
1717 ARCH STREET
PHILADELPHIA, PA 19103
(215) 994-4000
-----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
-----------------
CALCULATION OF REGISTRATION FEE
=========================================|====================|====================|=====================|===================
| | PROPOSED MAXIMUM | PROPOSED MAXIMUM |
| NUMBER OF SHARES | AGGREGATE PRICE | AGGREGATE | AMOUNT OF
TITLE OF SHARES TO BE REGISTERED | TO BE REGISTERED | PER SHARE (1) | OFFERING PRICE (1) | REGISTRATION FEE
-----------------------------------------|--------------------|--------------------|---------------------|-------------------
Common Stock, par value $0.25 per share | 40,000 | $28.99 | $1,159,600.00 | $107.00
=========================================|====================|====================|=====================|===================
(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended,
on the basis of $28.99 per share, the average of the high and low prices of
the Registrant's Common Stock as reported in the consolidated reporting
system of the New York Stock Exchange on May 10, 2002.
-----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
SUBJECT TO COMPLETION, DATED MAY 15, 2002
PROSPECTUS
40,000 SHARES
[WEST PHARMACEUTICAL LOGO OMITTED]
WEST PHARMACEUTICAL SERVICES, INC.
COMMON STOCK
This prospectus relates to up to 40,000 shares of our common stock that
may be offered for sale by The Herman O. West Foundation, or its donees,
pledgees, transferees, assignees or other successors-in-interest, as described
more fully in this prospectus under the heading "Selling Shareholder" on page 3.
The shares of our common stock covered by this prospectus are shares that we may
donate to the Foundation from time to time over the next three years.
The distribution of our common stock by the Foundation may be effected
from time to time, including:
o in privately negotiated transactions;
o through broker-dealers, who may act as agents or principals;
o in a block trade in which a broker-dealer will attempt to sell a
block of shares of common stock as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;
o through one or more underwriters on a firm commitment or
best-efforts basis;
o directly to one or more purchasers;
o through agents;
o in the over-the-counter market;
o through put or call options transactions relating to shares of
our common stock;
o to cover short sales of our common stock; or
o in any combination of the above.
The broker-dealers through or to whom the shares of our common stock
may be sold may be deemed underwriters of the shares within the meaning of the
Securities Act of 1933, as amended, in which event all brokerage commissions or
discounts and other compensation received by those broker-dealers may be deemed
to be underwriting compensation. To the extent required, the names of any
underwriters and applicable commissions or discounts and any other required
information with respect to any particular sale will be set forth in an
accompanying prospectus supplement. See "Plan of Distribution" beginning on page
3 for a further description of how the Foundation may dispose of the shares
covered by this prospectus.
We will not receive any proceeds from the sale of shares of our common
stock by the Foundation. We are paying the expenses of this offering.
The primary market for our common stock is the New York Stock Exchange,
where it trades under the symbol "WST". On May 14, 2002, the last reported sale
price of our common stock on the New York Stock Exchange was $29.12 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is _______, 2002
TABLE OF CONTENTS
Where You Can Find More Information............................................1
Incorporation by Reference.....................................................2
Cautionary Statement Concerning Forward-Looking Statements.....................2
Use of Proceeds................................................................3
Selling Shareholder............................................................3
Plan of Distribution...........................................................3
Legal Matters..................................................................5
Experts........................................................................5
Transfer Agent.................................................................5
WHERE YOU CAN FIND MORE INFORMATION
Because we are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, we file annual, quarterly and
current reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy these reports, proxy statements and
other information at the public reference facilities maintained by the SEC at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You also may obtain
copies of these materials at prescribed rates from the public reference section
of the SEC at 450 Fifth Street, Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the SEC at
(800) SEC-0330. In addition, we are required to file electronic versions of
these materials with the SEC through the SEC's EDGAR system. The SEC maintains a
web site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC.
We have filed with the SEC a registration statement on Form S-3 under
the Securities Act with respect to the securities offered under this prospectus.
This prospectus does not contain all of the information in the registration
statement, parts of which we have omitted, as allowed under the rules and
regulations of the SEC. You should refer to the registration statement for
further information with respect to us and our securities. Statements contained
in this prospectus as to the contents of any contract or other document are not
necessarily complete and, in each instance, we refer you to the copy of each
contract or document filed as an exhibit to the registration statement. Copies
of the registration statement, including exhibits, may be inspected without
charge at the SEC's principal office in Washington, D.C., and you may obtain
copies from this office upon payment of the fees prescribed by the SEC.
We will furnish without charge to each person to whom a copy of this
prospectus is delivered, upon written or oral request, a copy of any and all of
these filings and any information incorporated by reference in this prospectus
(except exhibits, unless they are specifically incorporated by reference into
this prospectus). You should direct any requests for copies to:
West Pharmaceutical Services, Inc.
101 Gordon Drive
Lionville, PA 19341
Attention: John R. Gailey III, Esq.
(610) 594-2900
WE HAVE AUTHORIZED NO ONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ABOUT US OR THE SECURITIES OFFERED BY THIS PROSPECTUS THAT
DIFFERS FROM OR ADDS TO THE INFORMATION CONTAINED IN THIS PROSPECTUS OR IN THE
DOCUMENTS WE HAVE FILED PUBLICLY WITH THE SEC. THEREFORE, IF ANYONE SHOULD GIVE
YOU ANY DIFFERENT OR ADDITIONAL INFORMATION, YOU SHOULD NOT RELY ON IT.
IF YOU LIVE IN A JURISDICTION WHERE IT IS UNLAWFUL TO OFFER TO SELL, OR
TO ASK FOR OFFERS TO BUY, THE SECURITIES OFFERED BY THIS PROSPECTUS, OR, IF YOU
ARE A PERSON TO WHOM IT IS UNLAWFUL TO DIRECT SUCH ACTIVITIES, THEN THE OFFER
PRESENTED BY THIS PROSPECTUS DOES NOT EXTEND TO YOU.
THE INFORMATION CONTAINED IN THIS PROSPECTUS SPEAKS ONLY AS OF THE DATE
INDICATED ON THE COVER OF THIS PROSPECTUS UNLESS THE INFORMATION SPECIFICALLY
INDICATES THAT ANOTHER DATE APPLIES.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. We have incorporated by reference into this
prospectus the following documents or information filed with the SEC (Commission
File No. 1-8036):
Annual Report on Form 10-K For the Fiscal year ended December 31, 2001
Quarterly Report on Form 10-Q For the Fiscal Quarter ended March 31, 2002
Current Report of Form 8-K Filed on May 1, 2002
Description of our common stock set forth Filed on October 17, 1980
in our Registration Statement on Form 8-A
You may obtain copies of these documents from us, free of cost, by
contacting us at the address or telephone number provided in "Where You Can Find
More Information" on page 1.
Information that we file with the SEC after the date of this prospectus
but prior to the termination of this offering, including documents filed
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, shall be
deemed incorporated by reference into this prospectus and will automatically
update and supersede information contained in this prospectus. You will be
deemed to have notice of all information incorporated by reference in this
prospectus as if that information was included in this prospectus.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. The words "estimate",
"expect", "intend", "believe" and similar expressions are intended to identify
forward-looking statements. These forward-looking statements involve known and
unknown risks and uncertainties. Many factors could cause our actual results,
performance or achievements to be materially different from any future results,
performance or achievements that may be expressed or implied by such
forward-looking statements, including but not limited to:
o sales demand;
o the timing and success of customers' projects;
o competitive pressures;
o the strength or weakness of the U.S. dollar;
o inflation;
o the cost of raw materials;
o continued cost-improvement programs;
o statutory tax rates; and
o significant asset dispositions.
We do not intend to update these forward-looking statements.
2
USE OF PROCEEDS
All of the shares of our common stock offered by this prospectus will
be sold by the Foundation. As a result, we will not receive any of the proceeds
from the sale of these shares.
SELLING SHAREHOLDER
Our board of directors has approved the donation of up to 40,000 shares
of our common stock to the Foundation. The donation of these shares may occur
from time to time over the next three years. The Foundation may use this
prospectus to sell from time to time some or all of the shares that we donate to
them.
The following table sets forth, as of the date of this prospectus, the
maximum number of donated shares of our common stock that the Foundation may
sell using this prospectus. To the best of our knowledge, the Foundation does
not own more than one percent of our outstanding shares of common stock either
before or after the sales contemplated by this prospectus.
Name Number of Shares Covered by This Prospectus
---- -------------------------------------------
The Herman O. West Foundation (1) 40,000 (2)
---------------
(1) Although no formal relationship exists between the Foundation and our
company, we make annual contributions to the Foundation. George R.
Bennyhoff and William G. Little, both of whom are senior executive officers
of our company, are trustees of the Foundation. Dr. Franklin H. West, who
is not an affiliate of our company, exercises sole voting and dispositive
power over these shares of common stock.
(2) Represents 40,000 shares or our common stock which we may donate to the
Foundation from time to time over the next three years. However, we are
under no legal obligation to issue, and the Foundation has no legal
entitlement to receive, these shares.
Future sales of our common stock may, if required, be accompanied by a
supplement to this prospectus setting forth the name of the selling shareholder
using that prospectus supplement, the number of shares being sold and a
supplemental plan of distribution describing the specific manner of sale of
those shares.
PLAN OF DISTRIBUTION
The Foundation, and its donees, pledgees, transferees, assignees and
other successors-in-interest, may offer and sell, from time to time, some or all
of the shares of common stock covered by this prospectus. Although we are under
no legal obligation to donate all or any portion of the 40,000 shares covered by
this prospectus, we have registered the offer and sale of these shares so that,
if we donate some or all of them, these shares may be freely sold to the public
by the Foundation. Registration of the shares of our common stock covered by
this prospectus does not mean, however, that we necessarily will donate all or
any portion of the shares to the Foundation or that, if donated, these shares
will be offered or sold by the Foundation. We will not receive any proceeds from
the sale of the shares covered by this prospectus. See "Use of Proceeds". We
will pay all costs, expenses and fees in connection with the registration of the
shares of common stock, including fees of our counsel and accountants, fees
payable to the SEC and listing fees. We estimate those fees and expenses to be
approximately $37,107.00. The Foundation will pay all underwriting discounts and
commissions and similar selling expenses, if any, attributable to the sale of
the shares of common stock covered by this prospectus.
The Foundation (including its donees, pledgees, transferees, assignees
or other successors-in-interest who, after the date of this prospectus, receive
from the Foundation any portion of the shares covered by this prospectus
pursuant to a gift, pledge or other transaction not involving a sale) may sell
the shares described in this prospectus
3
from time to time, at market prices prevailing at the time of sale, at prices
related to market prices, at a fixed price or at prices subject to change or at
negotiated prices, by a variety of methods including:
o in privately negotiated transactions;
o through broker-dealers, who may act as agents or principals;
o in a block trade in which a broker-dealer will attempt to sell a
block of shares of common stock as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;
o through one or more underwriters on a firm commitment or
best-efforts basis;
o directly to one or more purchasers;
o through agents;
o in the over-the-counter market;
o through put or call options transactions relating to shares of
our common stock;
o to cover short sales of our common stock; or
o in any combination of the above.
The Foundation has advised us that as of the date of this prospectus it
has not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of the shares covered by this
prospectus, nor is there an underwriter or coordinating broker acting in
connection with the proposed sale of shares by the Foundation. However, if the
Foundation subsequently enters into any of these types of arrangements,
broker-dealers engaged by the Foundation may arrange for other broker-dealers to
participate. Broker-dealer transactions may include:
o purchases of the shares of common stock by a broker-dealer as
principal and resales of the shares of common stock by the
broker-dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions; or
o transactions in which the broker-dealer solicits purchasers.
In connection with the sale of the shares of common stock covered by
this prospectus through underwriters, underwriters may receive compensation in
the form of underwriting discounts or commissions and also may receive
commissions from purchasers of shares of common stock for whom they may act as
agent. Underwriters may sell to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent. The discounts and commissions described in this
paragraph may exceed those customary in the types of transactions involved.
At the time a particular offer of the shares of common stock covered by
this prospectus is made, a revised prospectus or prospectus supplement, if
required, will be distributed, which will set forth the aggregate amount of
shares of common stock covered by this prospectus being offered and the terms of
the offering, including the name or names of any underwriters, dealers, brokers
or agents, any discounts, commissions, concessions and other items constituting
compensation from the selling shareholders and any discounts, commissions or
concessions allowed or reallowed or paid to dealers. Such revised prospectus or
prospectus supplement, and, if necessary, a post-effective amendment to the
registration statement of which this prospectus is a part, will be filed with
the SEC to reflect the disclosure of additional information with respect to the
distribution of the shares of common stock covered by this prospectus. In
addition, if the Foundation notifies us that one or more of its donees,
pledgees, transferees, assignees or other successors-in-interest intends to sell
more than 500 shares, a supplement to this prospectus will be filed.
Because the Foundation may be deemed an "underwriter" within the
meaning of Section 2(11) of the Securities Act, the Foundation will be subject
to the prospectus delivery requirements of the Securities Act. We have
4
informed the Foundation that the anti-manipulative provisions of Regulation M
promulgated under the Exchange Act, may apply to its sales in the market.
The Foundation may sell the shares of common stock covered by this
prospectus pursuant to Rule 144 promulgated under the Securities Act, rather
than pursuant to this prospectus.
LEGAL MATTERS
The validity of the shares of our common stock offered by this
prospectus will be passed upon for us by John R. Gailey III. Mr. Gailey is one
of our full-time employees, holding the title of Vice President, General Counsel
and Secretary. As of April 30, 2002, Mr. Gailey beneficially owned 10,343 shares
of our common stock and had options to acquire an additional 24,000 shares of
our common stock.
EXPERTS
The financial statements incorporated in this prospectus by reference
to our Annual Report on Form 10-K for the year ended December 31, 2001, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
TRANSFER AGENT
American Stock Transfer and Trust Company, Inc. serves as the transfer
agent for our common stock.
5
40,000 SHARES
[WEST PHARMACEUTICAL LOGO OMITTED]
WEST PHARMACEUTICAL SERVICES, INC.
COMMON STOCK
----------
PROSPECTUS
----------
_______, 2002
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses to be paid by the Registrant in connection with
the distribution of the securities being registered, other than underwriting
discounts and commissions, are as follows:
SEC Registration Fee...................................... $ 107.00
Accounting Fees and Expenses.............................. 12,000.00
Blue Sky Fees and Expenses................................ 5,000.00
Legal Fees and Expenses................................... 15,000.00
Printing and Engraving Expenses........................... 2,000.00
Miscellaneous Fees and Expenses........................... 3,000.00
TOTAL:............................................... $ 37,107.00
ITEM 15. 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 deductible 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 of 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 of
the Bylaws 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 of the Bylaws constitutes
a contract between the Registrant and such person, and no modification or repeal
of any provision of Article IV of the Bylaws 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.
II-1
ITEM 16. EXHIBITS
Exhibit No. Description
----------- ----------------------------------------------------------------
4(a) 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, 1998 (File No. 1-8036).
4(b) 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, 1998 (File
No. 1-8036).
4(c) 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, 1998 (File No. 1-8036).
5(a) Opinion of John R. Gailey III, Esq.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of John R. Gailey III, Esq. (included in Exhibit
5(a) above)
24(a) Power of Attorney of Tenley E. Albright
24(b) Power of Attorney of John W. Conway
24(c) Power of Attorney of George W. Ebright
24(d) Power of Attorney of L. Robert Johnson
24(e) Power of Attorney of William H. Longfield
24(f) Power of Attorney of John P. Neafsey
24(g) Power of Attorney of Anthony Welters
24(h) Power of Attorney of Geoffrey F. Worden
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
1. 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 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)(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
II-2
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.
2. 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.
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 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.
(c) 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.
II-3
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lionville, Township of Uwchlan, Commonwealth of Pennsylvania, on
May 15, 2002.
WEST PHARMACEUTICAL SERVICES, INC.
By: /s/ 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 by the following persons in the
capacities and on the dates indicated on May 15, 2002.
SIGNATURE TITLE
------------------------------------- -------------------------------------------------------
/s/ DONALD E. MOREL, JR. Director, President and Chief Executive Officer
------------------------------------ (principal executive officer)
Donald E. Morel, Jr.
/s/ LINDA R. ALTEMUS Vice President and Chief Financial Officer (principal
------------------------------------ financial officer)
Linda R. Altemus
/s/ JOSEPH E. ABBOTT Vice President and Corporate Controller (principal
------------------------------------ accounting officer)
Joseph E. Abbott
* Director
------------------------------------
Tenley E. Albright
* Director
------------------------------------
John W. Conway
* Director
------------------------------------
George W. Ebright
* Director
------------------------------------
L. Robert Johnson
/s/ WILLIAM G. LITTLE Director
------------------------------------
William G. Little
* Director
------------------------------------
William H. Longfield
* Director
------------------------------------
John P. Neafsey
* Director
------------------------------------
Anthony Welters
* Director
------------------------------------
Geoffrey F. Worden
* By: /s/ JOHN R. GAILEY III
-----------------------------
John R. Gailey III
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description
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4(a) 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, 1998 (File No. 1-8036).
4(b) 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, 1998 (File
No. 1-8036).
4(c) 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, 1998 (File No. 1-8036).
5(a) Opinion of John R. Gailey III, Esq.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of John R. Gailey III, Esq. (included in Exhibit
5(a) above)
24(a) Power of Attorney of Tenley E. Albright
24(b) Power of Attorney of John W. Conway
24(c) Power of Attorney of George W. Ebright
24(d) Power of Attorney of L. Robert Johnson
24(e) Power of Attorney of William H. Longfield
24(f) Power of Attorney of John P. Neafsey
24(g) Power of Attorney of Anthony Welters
24(h) Power of Attorney of Geoffrey F. Worden