As filed with the Securities and Exchange Commission May 12, 2011

Registration No. 333-                        

 

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 Registrant as Specified in Its Charter)

 

 

 

West Pharmaceutical Services, Inc. 2011 Omnibus Incentive Compensation Plan

(Full Title of the Plan)

 

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		4,800,000(3)		$46.38		$222,624,000		$25,847

(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.

 

(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 May 9, 2011, as reported by the New York Stock Exchange, which was $46.38.

 

(3) These shares are registered for issuance under the West Pharmaceutical Services, Inc. 2011 Omnibus Incentive Compensation Plan.

 

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

 

The Company is registering 4,800,000 shares of Common Stock for issuance under the West Pharmaceutical Services, Inc. 2011 Omnibus Incentive Compensation Plan (the “Plan”) effective May 3, 2011.  The documents containing the information specified in Part I, Items 1 and 2, will be delivered to all participants in the Plan 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. (the “Registrant” or the “Company”) for the fiscal year ended December 31, 2010, filed on February 28, 2011.

 

2.                                      The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed on May 5, 2011.

 

3.                                      The Company’s Current Reports on Form 8-K filed on January 5, 2011, February 24, 2011 and May 6, 2011, respectively.

 

4.                                      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 Securities Exchange Act of 1934, as amended (“Exchange Act”) after the date of this prospectus and 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 (other than those documents furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the Commission)  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 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.

 

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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

 

3.1                                Amended and Restated Articles of Incorporation of the Registrant together with the Certificate of Amendment dated May 5, 2011.*

 

4.1                                Articles 5, 6, 8(c) and 9 of the Amended and Restated Articles of Incorporation of the Registrant together with the Certificate of Amendment dated May 5, 2011 (included in exhibit 3.1). *

 

4.2                                Article I and V of the Bylaws of the Registrant, as amended (incorporated by reference from our Current Report on Form 8-K filed on October 20, 2008).

 

4.3                                Form of stock certificate for common stock (incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 1998 filed on May 6, 1999).

 

4.4                                West Pharmaceutical Services, Inc. 2011 Omnibus Incentive Compensation Plan.*

 

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.

 

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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 (and, where applicable, 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 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 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 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.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Township of Uwchlan, Commonwealth of Pennsylvania, on the 12th day of May, 2011.

 

	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 below by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ Donald E. Morel, Jr.		Chairman of the Board and Chief Executive Officer		May 12, 2011
Donald E. Morel, Jr.		(Principal Executive Officer)
/s/ William J. Federici		Vice President and Chief Financial Officer		May 12, 2011
William J. Federici		(Principal Financial Officer)
/s/ Joseph E. Abbott		Vice President and Controller (Principal Accounting Officer)		May 12, 2011
Joseph E. Abbott
*		Director
Mark A. Buthman				May 12, 2011
*		Director
Thomas W. Hofmann				May 12, 2011
*		Director
L. Robert Johnson				May 12, 2011
*		Director
Paula A. Johnson				May 12, 2011

 

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*		Director
Douglas A. Michels				May 12, 2011
*		Director
John P. Neafsey				May 12, 2011
*		Director
John H. Weiland				May 12, 2011
*		Director
Anthony Welters				May 12, 2011
*		Director
Geoffrey F. Worden				May 12, 2011
*		Director
Robert C. Young				May 12, 2011
*		Director
Patrick J. Zenner				May 12, 2011

 

 

*By	/s/ John R. Gailey III		May 12, 2011
	John R. Gailey III
	Attorney-in-fact

 

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EXHIBIT INDEX

 

Exhibit Number		Exhibit
3.1		Amended and Restated Articles of Incorporation of the Registrant together with the Certificate of Amendment dated May 5, 2011.*
4.1		Articles 5, 6, 8(c) and 9 of the Amended and Restated Articles of Incorporation of the Registrant together with the Certificate of Amendment dated May 5, 2011 (included in exhibit 3.1). *
4.2		Article I and V of the Bylaws of the Registrant, as amended (incorporated by reference from our Current Report on Form 8-K filed on October 20, 2008).
4.3		Form of stock certificate for common stock (incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 1998, filed on May 6, 1999).
4.4		West Pharmaceutical Services, Inc. 2011 Omnibus Incentive Compensation Plan.*
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.

 

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