Registration No. _______________
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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 (I.R.S. Employer
incorporation or organization) Identification No.)
12333 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064
(Address of principal executive offices)
TELEDYNE TECHNOLOGIES INCORPORATED
1999 NON-EMPLOYEE DIRECTOR COMPENSATION 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 200,000(1)(2) $13.635 $2,727,000 (3) $220.89
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 21,
2003.
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EXPLANATORY NOTE
This Registration Statement is being filed to register an additional
200,000 shares of Common Stock, par value $.01 per share (the "Common Stock"),
of Teledyne Technologies Incorporated (the "Registrant") as a result of an
increase in the number of shares of Common Stock issuable under the Teledyne
Technologies Incorporated 1999 Non-Employee Director Compensation Plan, as
amended. The earlier Registration Statement on Form S-8 filed by the Registrant
with the Commission on November 30, 1999 (File No. 333-91791) is hereby
incorporated by reference. This incorporation by reference is made pursuant to
General Instruction E of Form S-8 regarding the registration of additional
securities of the same class as other securities for which there has been filed
a Registration Statement on Form S-8 relating to the same employee benefit plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. EXHIBITS.
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 for the fiscal year ended December 29, 2002 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, 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 1999 Non-Employee Director Compensation Plan, as amended (the
"Plan") meeting the requirements of Section 10(a) of the Securities Act.
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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5.1 Opinion of Melanie S. Cibik regarding the legality of the
shares being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Melanie S. Cibik (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney.
24.2 Power of Attorney.
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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 23rd day of
April, 2003.
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
--------- -------- ----
/s/Robert Mehrabian Chairman, President and Chief Executive April 23, 2003
-------------------------------- Officer (Principal Executive Officer)
Robert Mehrabian
/s/ Robert J. Naglieri Senior Vice President and Chief Financial April 23, 2003
-------------------------------- Officer (Principal Financial Officer)
Robert J. Naglieri
/s/ Dale A. Schnittjer Vice President and Controller (Principal April 23, 2003
-------------------------------- Accounting Officer)
Dale A. Schnittjer
* Director April 23, 2003
--------------------------------
Robert P. Bozzone
* Director April 23, 2003
--------------------------------
Frank V. Cahouet
* Director April 23, 2003
--------------------------------
Diane C. Creel
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Signature Capacity Date
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* Director April 23, 2003
--------------------------------
Charles Crocker
* Director April 23, 2003
--------------------------------
Paul D. Miller
* Director April 23, 2003
--------------------------------
Charles H. Noski
* Director April 23, 2003
--------------------------------
Charles J. Queenan, Jr.
* Director April 23, 2003
--------------------------------
Michael T. Smith
* /s/ Melanie S. Cibik
--------------------------------
Melanie S. Cibik
Pursuant to Powers of Attorney
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Melanie S. Cibik LLP regarding the legality of
the shares being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Melanie S. Cibik LLP (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney.
24.2 Power of Attorney.
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