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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NO. 1-5353
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TELEFLEX INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-1147939
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
630 WEST GERMANTOWN PIKE, SUITE 450, PLYMOUTH MEETING, 19462
PENNSYLVANIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code: (610) 834-6301
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $1 per share -- New York Stock Exchange
Preference Stock Purchase Rights -- New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO __
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $1,423,049,800 as of February 1, 2001.
The registrant had 38,448,912 Common Shares outstanding as of February 1,
2001.
Documents Incorporated by Reference: (a) Annual Report to Shareholders for
the fiscal year ended December 31, 2000, incorporated partially in Part I and
Part II hereof; and (b) Proxy Statement for the 2001 Annual Meeting of
Shareholders, incorporated partially in Part III hereof.
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PART I
ITEM 1. BUSINESS
Teleflex Incorporated ("the Company") was incorporated in 1943 as a
manufacturer of precision mechanical push/pull controls for military aircraft.
From this original single market, single product orientation, the Company began
to emphasize products and services in a broader range of economically diverse
markets to reduce its vulnerability to economic cycles. Since the mid-1970s, the
Company's investments have been directed toward specific market niches employing
its technical capabilities to provide solutions to specific engineering problems
and, toward expanding into medical businesses. The continuing stream of new
products and value-added product improvements that have resulted from this
strategy have enabled the Company to participate in larger market segments.
Several of these new products and product improvements were developed by means
of an unusual investment program of the Company called the New Venture Fund.
Established in 1972, the Fund directs monies representing one-half percent of
sales into the development of new products and services. This concept allows for
entrepreneurial risk taking in new areas by encouraging innovation and
competition among the Company's managers for funds to pursue new programs and
activities independent of their operating budgets. Examples of New Venture
projects include the funding of second generation adjustable pedal research,
flexible fuel hose and most of the early seed money for certain medical
products.
The Company's business is separated into three business
segments -- Commercial, Medical and Aerospace.
COMMERCIAL SEGMENT
The Commercial Segment designs and manufactures proprietary mechanical and
electrical controls for the automotive market; mechanical, electrical and
hydraulic controls, and electronic products for the pleasure marine market; and
proprietary products for fluid transfer and industrial applications. Products in
the Commercial Segment generally are less complex and are produced in higher
unit volume than that of the Company's other two segments. They are manufactured
for general distribution as well as custom fabricated to meet individual
customer needs. Consumer spending patterns generally influence the market trends
for these products. The Commercial Segment consists of three major product
lines: Automotive, Marine, and Industrial.
The Company is a major supplier of driver control systems to automotive
manufacturers worldwide. The principal products in this market are automatic and
manual transmission gearshift systems; mechanical and electronic throttle
systems; complete pedal box systems including adjustable pedals; and various
release cables, general stampings and flexible fluoropolymer hoses. In May 1997,
the Company acquired Comcorp Technologies, Inc. a supplier of pedal assemblies
and other automotive components and systems. In December 1997, the Company
acquired United Parts Group N.V., a European manufacturer of gearshift systems
and other components supplying most of the European auto and truck makers. The
Truck Systems Division of United Parts was sold in February 1998. The remaining
Driver Control Division, with five manufacturing plants throughout Europe,
expanded the Company's entrance into the European automotive market. The
acquisitions of both Comcorp and United Parts are part of the Company's strategy
to integrate cable controls with other automotive components in order to provide
systems solutions for customers. Acceptance by the automobile manufacturers of a
Company-developed control for use on a new model ordinarily assures the Company
a large, but not exclusive, market share for the supply of that control. In
2000, the Company acquired a Tier I supplier of natural gas, propane and
hydrogen components and systems to the alternative fuel vehicle market.
The Company is a leading domestic producer of mechanical steering systems
for pleasure power boats. It also manufactures hydraulic steering systems,
engine throttle and shift controls, electrical gauges and instrumentation,
GPS-driven navigation systems, autopilots and electronic fishfinders. The
Company's marine products are sold principally to boat builders and in the
aftermarket with the Humminbird line of electronic fishfinders sold
substantially through retail outlets. These products are used principally on
pleasure craft but
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also have application on commercial vessels. In 2000, the Company agreed to
acquire Morse Controls, a leading supplier of industrial and marine controls,
adding $150 million in sales and strong European distribution for industrial
products. The deal closed in February 2001.
Industrial controls and electrical instrumentation products are also
manufactured for use in other applications, including construction and
agricultural equipment, leisure vehicles and other on- and off-road vehicles. In
addition, the Company produces stainless steel overbraided fluoroplastic hose
for fluid transfer in such markets as the chemical, petroleum, food processing,
aerospace and automotive industries.
MEDICAL SEGMENT
The Medical Segment manufactures and distributes a broad range of invasive
disposable and reusable devices for the urology, gastroenterology,
anesthesiology and respiratory care markets worldwide. It also designs and
manufactures a variety of specialty surgical products and provides instrument
management services. Products in this segment generally are required to meet
exacting standards of performance and have long product life cycles. External
economic influences on sales relate primarily to spending patterns in the
worldwide medical devices and supplies market.
Within the Medical Segment, the Company has two major product lines:
Hospital Supply and Surgical Devices. The Company also has extrusion
capabilities, which it uses to serve original equipment manufacturers through
Teleflex OEM. Teleflex OEM produces standard and custom-designed semi-finished
components for other medical device manufacturers using its polymer materials
and processing technology.
The Hospital Supply product line, operating as Rusch International, has
established a manufacturing base and distribution network, primarily in Europe.
Acquisitions designed to broaden the Company's product and geographic offerings
have been added over the years. During 2000, the Company acquired Medical
Marketing Group, a supplier of specialty catheters in the United States home
care market. The Hospital Supply product line includes the manufacture and sale
of invasive disposable and reusable devices for the urology, gastroenterology,
anesthesiology and respiratory care markets worldwide. Product offerings
include, among others, catheters, endotracheal tubes, laryngoscopes, face masks,
tracheostomy tubes and stents for airway management, fluoropolymer-based
precision tubing, components and wire products.
Surgical Devices, operating primarily as Pilling and Weck, designs,
manufactures and distributes, largely through its own sales force, instruments
used in surgical procedures. These products include general and specialized
surgical instruments primarily for the cardiovascular; ear, nose and throat; and
orthopedic markets; and closure products such as ligation clips, appliers and
skin staples. The Company also provides specialized instrument management
services. In 1997, the acquisition of a manufacturer with a complementary line
of closure products increased the Company's product offerings. During 1998 and
1999, the Company acquired Sterilization Management Group (SMG) and Medical
Sterilization, Inc., expanding its instrument management service capabilities.
In 1999, the Company extended its mix and distribution of the Surgical Devices
product line in the U.S. with the acquisition of Kmedic, an orthopedic
instrument company.
AEROSPACE SEGMENT
The Aerospace Segment serves the commercial aerospace and industrial
turbomachinery engine markets. Its businesses design and manufacture precision
controls and cargo systems for aviation and provide surface treatments, repair
services and manufactured components for users of both flight and land-based
turbine engines. Sales are both to original equipment manufacturers and the
aftermarket. These products and services, many of which are proprietary, require
a high degree of engineering sophistication and are often custom designed.
External economic influences on these products and services relate primarily to
spending patterns in the worldwide aerospace industry and demand for power
generation.
Telair International manufactures and distributes cargo handling systems
and containers for commercial aircraft and other aircraft controls. The
Company's cargo handling systems include patented digitally controlled systems
to move and secure containers of cargo inside commercial aircraft. In 1997, the
Company acquired Scandinavian Bellyloading Company, a European manufacturer of
cargo loading systems for narrow-
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body aircraft, which complemented the Company's existing wide-body cargo
handling systems. Cargo handling systems are sold either to aircraft
manufacturers as original installations or to airlines and air freight carriers
for retrofit of existing systems. The acquisition of Century Aero Products in
1999 and Air Cargo Equipment Corporation in 2000, both domestic manufacturers of
cargo containers, complements the Company's cargo handling systems and positions
the Company as a full service provider of both wide-body and narrow-body cargo
handling systems and components. The Company also designs, manufactures and
repairs mechanical and electromechanical components used on both commercial and,
to a lesser extent, military aircraft. These other aircraft controls include
flight controls, canopy and door actuators, cargo winches and control valves. In
addition, the Company supplies spare parts to aircraft operators typically
through distributors. This spare parts business extends as long as the
particular type of aircraft continues in service.
Sermatech International, through a network of facilities in eight
countries, provides a variety of sophisticated protective coatings and repair
services for ground turbine engine components, highly-specialized repairs for
critical components such as fan blades and airfoils for flight-based turbine
engines, and manufacturing and high quality dimensional finishing of airfoils
and other turbine engine components. The Company has added technologies through
acquisition and internal development and now offers a diverse range of technical
services and materials technologies to turbine markets throughout the world. The
Company formed a joint venture, Airfoil Technologies International LLC (ATI),
with General Electric Aircraft Engines to provide fan blade and airfoil repair
services for flight-based turbine engine blades. ATI provides a vehicle for the
technological and geographic expansion of the Sermatech repairs services
business. To further broaden the Company's turbo-machinery technological and
manufacturing capabilities and to improve the range of product offerings, the
Company, in 1996, acquired Lehr Precision, Inc., an electro-chemical machining
manufacturer of turbo-machinery components used on both flight and ground
turbines. In 1997, the Company acquired Gas-Path Technology, Inc. to expand its
ground turbine repair capabilities within the Sermatech network of facilities.
In 2000, the Company acquired an engineering firm, Turbine Technology Services
Corporation, which broadens the Company's capabilities and provides a mechanism
for expanding the coatings and repairs services.
MARKETING
In 2000, the percentages of the Company's consolidated net sales
represented by its major markets were as follows: commercial -- 49%;
medical -- 23%; and aerospace -- 28%.
The major portion of the Company's products are sold to original equipment
manufacturers. Generally, products sold to the aerospace and automotive markets
are sold through the Company's own force of field engineers. Products sold to
the marine, medical and general industrial markets are sold both through the
Company's own sales forces and through independent representatives and
independent distributor networks.
For information on foreign operations, export sales, and principal
customers, see text under the heading "Business segments and other information"
on page 30 of the Company's 2000 Annual Report to Shareholders, which
information is incorporated herein by reference.
COMPETITION
The Company has varying degrees of competition in all elements of its
business. None of the Company's competitors offers products for all the markets
served by the Company. The Company believes that its competitive position
depends on the technical competence and creative ability of its engineering and
development personnel, and the know-how and skill of its manufacturing
personnel, as well as its plants, tooling and other resources.
PATENTS
The Company owns a number of patents and has a number of patent
applications pending. The Company does not believe that its business is
materially dependent on patent protection.
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SUPPLIERS
Materials used in the manufacture of the Company's products are purchased
from a large number of suppliers. The Company is not dependent upon any single
supplier for a substantial amount of the materials it uses.
BACKLOG
As of December 31, 2000, the Company's backlog of firm orders for the
Aerospace Segment was $303 million, of which it is anticipated that more than
one-half will be filled in 2001. The Company's backlog for the Aerospace Segment
on December 26, 1999 was $295 million.
As of December 31, 2000, the Company's backlog of firm orders for the
Medical and Commercial segments was $28 million and $139 million, respectively.
This compares with $22 million and $144 million, respectively, as of December
26, 1999. Substantially all of the December 31, 2000 backlog will be filled in
2001. Most of the Company's medical and commercial products are sold on orders
calling for delivery within no more than a few months so that the backlog of
such orders is not indicative of probable net sales in any future 12-month
period.
EMPLOYEES
The Company had approximately 16,600 employees at December 31, 2000.
EXECUTIVE OFFICERS
The names and ages of all executive officers of the Company as of March 1,
2001 and the positions and offices with the Company held by each such officer
are as follows:
POSITIONS AND OFFICES
NAME AGE WITH COMPANY
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Lennox K. Black 70 Chairman of the Board, Chief Executive Officer and Director
John J. Sickler 58 Vice Chairman
Dr. Roy C. Carriker 63 Vice Chairman
Jeffrey P. Black 41 President
Harold L. Zuber, Jr. 51 Vice President and Chief Financial Officer
Steven K. Chance 55 Vice President, General Counsel and Secretary
Ronald D. Boldt 58 Vice President -- Human Resources
Kevin K. Gordon 38 Vice President -- Corporate Development
Janine Dusossoit 47 Vice President -- Investor Relations
Thomas M. Byrne 54 Assistant Treasurer
Stephen J. Gambone 44 Controller and Chief Accounting Officer
Mr. Sickler was elected Vice Chairman on December 8, 2000. Prior to that
date he was a Senior Vice President of the Company.
Mr. Carriker was elected Vice Chairman on December 8, 2000. Prior to that
date he was President and Chief Operating Officer of TFX Aerospace.
Mr. Jeffrey P. Black was elected President of the Company on December 8,
2000. Prior to that date he was President of Teleflex Fluid Systems. Mr. Black
is the son of Lennox K. Black.
Mr. Gordon was elected Vice President -- Corporate Development on December
8, 2000. Prior to that date he was Director of Business Development.
Mr. Lennox K. Black replaced David S. Boyer as Chief Executive Officer on
January 31, 2000. Prior to that date he was Chairman of the Board. Mr. Boyer
resigned his position as President and Chief Executive Officer on January 31,
2000.
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Mr. Gambone was elected Controller and Chief Accounting Officer on April
24, 1998. Prior to that date he was Manager, Internal Auditing and Reporting.
Officers are elected by the Board of Directors for one year terms.
ITEM 2. PROPERTIES
The Company's operations have approximately 120 owned and leased properties
consisting of plants, engineering and research centers, distribution warehouses
and other facilities. The properties are maintained in good operating condition.
All the plants are suitably equipped and utilized and have space available for
the activities currently conducted therein and the increased volume expected in
the foreseeable future.
The following are the Company's major facilities:
SQUARE OWNED OR EXPIRATION
LOCATION FOOTAGE LEASED DATE
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COMMERCIAL SEGMENT
Dassel, Germany............................................. 140,000 Owned N/A
Van Wert, OH................................................ 130,000 Owned(1) N/A
Warren, MI.................................................. 115,000 Leased 2003
Limerick, PA................................................ 110,000 Owned N/A
Kendallville, IN............................................ 108,000 Owned N/A
Dalstorp, Sweden............................................ 105,000 Owned N/A
Hagerstown, MD.............................................. 103,000 Owned(1) N/A
Waterbury, CT............................................... 99,000 Leased 2002
Eufaula, AL................................................. 98,000 Owned N/A
Haysville, KS............................................... 98,000 Leased 2013
Suffield, CT................................................ 90,000 Leased 2009
Hillsdale, MI............................................... 85,000 Owned(1) N/A
Matamoris, Mexico........................................... 85,000 Leased 2006
Sarasota, FL................................................ 82,000 Owned(1) N/A
Kitchener, O.N., Canada..................................... 75,000 Owned N/A
Shenyang, P.R. China........................................ 70,000 Leased 2010
Willis, TX.................................................. 70,000 Owned(1) N/A
Nuevo Laredo, Mexico........................................ 67,000 Leased 2007
Eufaula, AL................................................. 61,000 Owned N/A
Birmingham, England......................................... 60,000 Leased 2016
La Clusienne, France........................................ 60,000 Owned N/A
Plymouth, MI................................................ 55,000 Leased 2003
Lebanon, VA................................................. 53,000 Owned(1) N/A
Lyons, OH................................................... 50,000 Owned N/A
Vrable, Slovakia............................................ 49,000 Leased 2001
Selvazzano, Italy........................................... 40,000 Leased 2006
Cremella, Italy............................................. 40,000 Leased 2006
Auburn Hills, MI............................................ 38,000 Owned N/A
Goteborg, Sweden............................................ 38,000 Owned N/A
Swainsboro, GA.............................................. 37,000 Leased 2004
Richmond, Canada............................................ 35,000 Leased 2001
Pickens, SC................................................. 35,000 Leased 2004
MEDICAL SEGMENT
Kernen, Germany............................................. 263,000 Owned N/A
Durham, NC.................................................. 144,000 Owned N/A
Kernen, Germany............................................. 114,000 Leased 2013
Syosset, NY................................................. 100,000 Leased 2010
Taiping, Malaysia........................................... 85,000 Owned N/A
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SQUARE OWNED OR EXPIRATION
LOCATION FOOTAGE LEASED DATE
- -------- ------- -------- ----------
Lurgan, Northern Ireland.................................... 80,000 Owned N/A
Duluth, GA.................................................. 69,000 Leased 2009
Fort Washington, PA......................................... 65,000 Owned N/A
Jaffrey, NH................................................. 60,000 Owned(1) N/A
Franiere, Belgium........................................... 59,000 Leased 2005
Decatur, GA................................................. 51,000 Leased 2001
Tampa, FL................................................... 47,000 Leased 2002
Houston, TX................................................. 46,000 Leased 2003
Montevideo, Uruguay......................................... 45,000 Owned N/A
Baltimore, MD............................................... 40,000 Leased 2002
Bad Liebenzell, Germany..................................... 36,000 Leased 2001
AEROSPACE SEGMENT
Cincinnati, OH.............................................. 160,000 Leased 2004
Oxnard, CA.................................................. 145,000 Owned N/A
Rancho Dominguez, CA........................................ 110,000 Leased 2004
Muncie, IN.................................................. 105,000 Leased 2008
Singapore, Asia............................................. 104,000 Owned N/A
Mentor, OH.................................................. 90,000 Owned N/A
Manchester, CT.............................................. 74,000 Owned N/A
Limerick, PA................................................ 70,000 Owned N/A
Derbyshire, England......................................... 70,000 Leased 2014
Murray Hill, NJ............................................. 64,000 Leased 2001
Baltimore, MD............................................... 62,000 Leased 2003
Houston, TX................................................. 61,000 Leased 2005
Lincoln, England............................................ 50,000 Leased 2018
Compton, CA................................................. 49,000 Leased 2010
Cincinnati, OH.............................................. 35,000 Owned N/A
Tijuana, Mexico............................................. 35,000 Leased 2001
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(1) The Company is the beneficial owner of these facilities under installment
sale or similar financing agreements.
In addition to the above, the Company owns or leases approximately
1,500,000 square feet of warehousing, manufacturing and office space located in
the United States, Canada, Mexico, Europe and Asia.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to numerous federal, state and local environmental
laws and regulations including the Resource Conservation and Recovery Act,
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Air Act, and the Clean Water Act. Environmental programs are in place throughout
the Company, which include training, auditing and monitoring to ensure
compliance with such laws and regulations. In addition, the United States
Environmental Protection Agency has named the Company as a potentially
responsible party at various sites throughout the country. Environmental costs,
including liabilities associated with such sites, and the costs of complying
with existing environmental regulations are not expected to result in a
liability material to the Company's consolidated financial position, results of
operations or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
See "Price Range and Dividends of Common Stock" on page 40 of the Company's
2000 Annual Report to Shareholders for market price and dividend information.
Also see the Note entitled "Borrowings and Leases" on page 29 of such Annual
Report for certain dividend restrictions under loan agreements, all of which
information is incorporated herein by reference. The Company had approximately
1,300 registered shareholders at February 1, 2001.
ITEM 6. SELECTED FINANCIAL DATA
See pages 32 and 33 of the Company's 2000 Annual Report to Shareholders,
which pages are incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
See the text under the heading "2000 Financial Review" on pages 34 through
39 of the Company's 2000 Annual Report to Shareholders, which information is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See the text section entitled "Liquidity, Market Risk and Capital
Resources" contained within the "2000 Financial Review" on pages 34 through 39
of the Company's 2000 Annual Report to Shareholders, which information is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See pages 25 through 31 of the Company's 2000 Annual Report to
Shareholders, which pages are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information with respect to the Company's Directors and Director
nominees, see "Election Of Directors", "Nominees For The Board Of Directors" and
"Additional Information About The Board Of Directors" on pages 3 through 5 of
the Company's Proxy Statement for its 2001 Annual Meeting, which information is
incorporated herein by reference.
For information with respect to the Company's Executive Officers, see Part
I of this report on page 4, which information is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
See "Additional Information About The Board of Directors", "Compensation
Committee Report on Executive Compensation", "Five-Year Shareholder Return
Comparison" and "Executive Compensation and Other Information" on pages 5
through 11 of the Company's Proxy Statement for its 2001 Annual Meeting, which
information is incorporated herein by reference.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See "Security Ownership of Certain Beneficial Owners and Management" on
pages 11 and 12, and "Election Of Directors" and "Nominees For The Board Of
Directors" on pages 3 and 4 of the Company's Proxy Statement for its 2001 Annual
Meeting, which information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Additional Information About The Board Of Directors", "Compensation
Committee Report on Executive Compensation", and "Executive Compensation and
Other Information" on pages 5 through 11 of the Company's Proxy Statement for
its 2001 Annual Meeting, which information is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Consolidated Financial Statements:
The index to Consolidated Financial Statements and Schedules is set
forth on page 10 hereof.
(b) Reports on Form 8-K:
None.
(c) Exhibits:
The Exhibits are listed in the Index to Exhibits.
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into registrant's Registration Statements on Form S-8,
Nos. 2-84148 (filed June 28, 1989), 2-98715 (filed May 11, 1987), 33-34753
(filed May 10, 1990), 33-53385 (filed April 29, 1994), 333-77601 (filed May 3,
1999), 333-38224 (filed May 31, 2000) and 333-41654 (filed July 18, 2000):
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 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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized as of the
date indicated below.
TELEFLEX INCORPORATED
By LENNOX K. BLACK
------------------------------------
Lennox K. Black
(Chairman of the Board & Principal
Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and as of the date indicated below.
By HAROLD L. ZUBER, JR.
------------------------------------
Harold L. Zuber, Jr.
(Vice President & Principal
Financial Officer)
By STEPHEN J. GAMBONE
------------------------------------
Stephen J. Gambone
(Controller & Principal Accounting
Officer)
Pursuant to General Instruction D to Form 10-K, this report has been signed
by Steven K. Chance as Attorney-in-Fact for a majority of the Board of Directors
as of the date indicated below.
Lennox K. Black Director
Pemberton Hutchinson Director
Donald Beckman Director
James W. Stratton Director
Joseph S. Gonnella, MD Director
William R. Cook Director
Palmer E. Retzlaff Director
Sigismundus W. W. Lubsen Director
Patricia C. Barron Director
By STEVEN K. CHANCE
------------------------------------
Steven K. Chance
Attorney-in-Fact
Dated: March 26, 2001
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TELEFLEX INCORPORATED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements together with the report thereon of
PricewaterhouseCoopers LLP dated February 14, 2001 on pages 25 to 33 of the
accompanying 2000 Annual Report to Shareholders are incorporated in this Annual
Report on Form 10-K. With the exception of the aforementioned information and
those portions incorporated by specific reference in this document, the 2000
Annual Report to Shareholders is not to be deemed filed as part of this report.
The following Financial Statement Schedule together with the report thereon of
PricewaterhouseCoopers LLP dated February 14, 2001 on page 11 should be read in
conjunction with the consolidated financial statements in such 2000 Annual
Report to Shareholders. Financial Statement Schedules not included in this Form
10-K Annual Report have been omitted because they are not applicable or the
required information is shown in the consolidated financial statements or notes
thereto.
FINANCIAL STATEMENT SCHEDULE
Schedule:
PAGE
----
II Valuation and qualifying accounts........................... 12
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Teleflex Incorporated
Our audits of the consolidated financial statements referred to in our report
dated February 14, 2001 appearing on page 31 of the 2000 Annual Report to
Shareholders of Teleflex Incorporated (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item 14(a)
of this Form 10-K. In our opinion, the Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 14, 2001
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 2-84148, No. 2-98715, No. 33-34753, No. 33-53385,
No. 333-77601, No. 333-38224 and No. 333-41654) of Teleflex Incorporated of our
report dated February 14, 2001 appearing on page 31 of the 2000 Annual Report to
Shareholders which is incorporated in this Annual Report on Form 10-K. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears above.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 26, 2001
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TELEFLEX INCORPORATED
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS
BALANCE AT ADDITIONS DOUBTFUL BALANCE AT
BEGINNING CHARGED TO ACCOUNTS END OF
FOR THE YEAR ENDED OF YEAR INCOME WRITTEN OFF YEAR
- ------------------ ---------- ---------- ----------- ----------
December 31, 2000........................ $4,825,000 $2,460,000 $(1,509,000) $5,776,000
December 26, 1999........................ $4,577,000 $1,613,000 $(1,365,000) $4,825,000
December 27, 1998........................ $5,668,000 $2,190,000 $(3,281,000) $4,577,000
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INDEX TO EXHIBITS
EXHIBIT
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3(a) -- The Company's Articles of Incorporation (except for Article
Thirteenth and the first paragraph of Article Fourth) are
incorporated herein by reference to Exhibit 3(a) to the
Company's Form 10-Q for the period ended June 30, 1985.
Article Thirteenth of the Company's Articles of
Incorporation is incorporated herein by reference to Exhibit
3 of the Company's Form 10-Q for the period ended June 28,
1987. The first paragraph of Article Fourth of the Company's
Articles of Incorporation is incorporated herein by
reference to Exhibit 3(a) of the Company's Form 10-K for the
year ended December 27, 1998.
(b) -- The Company's Bylaws are incorporated herein by reference to
Exhibit 3(b) of the Company's Form 10-K for the year ended
December 28, 1987.
4 -- The Company's Shareholders' Rights Plan is incorporated
herein by reference to the Company's Form 8-K dated December
7, 1998.
10(a) -- The 1982 Stock Option Plan, incorporated herein by reference
to the Company's registration statement on Form S-8
(Registration No. 2-84148), as supplemented, with amendments
of April 26, 1991, incorporated by reference to the
Company's definitive Proxy Statement for the 1991 Annual
Meeting of Shareholders.
(b) -- The 1990 Stock Compensation Plan, incorporated herein by
reference to the Company's registration statement on Form
S-8 (Registration No. 33-34753), revised and restated as of
December 1, 1997, incorporated by reference to Exhibit 10(b)
of the Company's Form 10-K for the year ended December 28,
1997.
(c) -- The Salaried Employees' Pension Plan, as amended and
restated in its entirety, effective July 1, 1989 and the
retirement income plan as amended and restated in its
entirety, effective January 1, 1994 and related Trust
Agreements, dated July 1, 1994, is incorporated by reference
to the Company's Form 10-K for the year ended December 25,
1994.
(d) -- Description of deferred compensation arrangements between
the Company and its Chairman and Chief Executive Officer,
L.K. Black, incorporated by reference to the Company's
definitive Proxy Statement for the 2001 Annual Meeting of
Shareholders.
(e) -- Description of compensation arrangement between the Company
and its former President and Chief Executive Officer, David
S. Boyer, incorporated by reference to the Company's
definitive Proxy Statement for the 2001 Annual Meeting of
Shareholders.
(f) -- Teleflex Incorporated Deferred Compensation Plan, effective
as of January 1, 1995, and amended and restated on Form S-8
(Registration No. 333-77601) is incorporated by reference to
Exhibit 10(f) of the Company's Form 10-K for the year ended
December 27, 1998.
(g) -- Information on the Company's Profit Participation Plan,
insurance arrangements with certain officers and deferred
compensation arrangements with certain officers,
non-qualified supplementary pension plan for salaried
employees and compensation arrangements with directors is
incorporated by reference to the Company's definitive Proxy
Statement for the 1999, 2000 and 2001 Annual Meeting of
Shareholders.
(h) -- The Company's Voluntary Investment Plan is incorporated by
reference to Exhibit 28 of the Company's registration
statement on Form S-8 (Registration No. 2-98715).
(i) -- The 2000 Stock Compensation Plan, incorporated herein by
reference to the Company's registration statement on Form
S-8 (Registration No. 333-38224), filed on May 31, 2000.
(j) -- The Company's Global Employee Stock Purchase Plan,
incorporated herein by reference to the Company's
registration statement on Form S-8 (Registration No.
333-41654), filed on July 18, 2000.
13 -- Pages 25 through 40 of the Company's Annual Report to
Shareholders for the period ended December 31, 2000.
21 -- The Company's Subsidiaries.
23 -- Consent of Independent Accountant (see page 11 herein).
24 -- Power of Attorney.
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