Form 8-K WEST PHARMACEUTICAL SERV For: Dec 01
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported) December 1, 2014
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WEST PHARMACEUTICAL SERVICES, INC. |
(Exact name of registrant as specified in its charter)
� | � | � | � | � |
Pennsylvania | � | 1-8036 | � | 23-1210010 |
(State or other jurisdiction of Incorporation) | � | (Commission File Number) | � | (IRS Employer Identification No.) |
� | � | � | � | � |
530 Herman O. West Drive, Exton, PA | � | � | � | 19341-0645 |
(Address of principal executive offices) | � | � | � | (Zip Code) |
�Registrants telephone number, including area code: 610-594-2900
Not Applicable |
(Former name or address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
� | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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� | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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� | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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� | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On December 1, 2014, the Company issued a press release announcing the automatic conversion of its 4% convertible junior subordinated debentures due March 15, 2047 ("Debentures") that remain outstanding on December 9, 2014 ("Conversion Date"). On the Conversion Date, the Company will issue 36.5008 shares of its common stock for each $1,000 principal amount of Debentures, paying cash in lieu of fractional shares to each holder, as well as pay accrued interest through the Conversion Date.
Interest on the Debentures will cease to accrue after the Conversion Date. Of the $161.5 million principal amount of the Debentures issued in 2007, $511,000 remain outstanding, which will be converted into 18,651 shares of the Company's common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (Exchange Act) or otherwise subject to the liabilities of that section, nor will it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits | |
Exhibit 99.1 | West Pharmaceutical Services, Inc. Press Release, dated December 1, 2014. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WEST PHARMACEUTICAL SERVICES, INC. | ||
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/s/ John R. Gailey III | ||
John R. Gailey III | ||
Senior Vice President and General Counsel | ||
December 2, 2014 | ||
EXHIBIT INDEX
Exhibit No. | Description |
99.1 | West Pharmaceutical Services, Inc. Press Release, dated December 1, 2014. |
Exhibit 99.1
Contacts: West Michael A. Anderson Vice President and Treasurer (610) 594-3345 | Investors and Financial Media: Westwicke Partners John Woolford (443) 213-0506 |
West Provides Required Notice of Automatic Conversion of Debentures
Exton, PA December 1, 2014 - West Pharmaceutical Services, Inc. (NYSE: WST) today announced the automatic conversion of the 4% convertible junior subordinated debentures due March 15, 2047 ("Debentures") that remain outstanding on December 9, 2014 ("Conversion Date"). On the Conversion Date, the Company will:
" | Issue 36.5008 shares of its common stock for each $1,000 principal amount of Debentures, paying cash in lieu of fractional shares to each holder; and |
" | Pay accrued interest through the Conversion Date. |
Interest on the Debentures will cease to accrue after the Conversion Date. $161.5 million principal amount of the Debentures were issued in 2007, of which $511,000 remain outstanding. Those will be converted into 18,651 shares of the Companys common stock.
About West
West is by the side of its healthcare partners from concept to the patient, designing and manufacturing packaging, diagnostic and delivery systems that promote the efficiency, reliability and safety of their products. Every day, West is leading the way with cutting-edge technologies and quality systems, a thorough understanding of global regulatory compliance, and an unmatched and growing knowledge base of relevant pharmaceutical product testing, development and packaging. Based in Exton, Pa., West supports its customers from sales, manufacturing, customer support and research and development locations in North and South America, Europe, Asia and Australia. Established in 1923, Wests 2013 sales totaling $1.4 billion reflect the daily use of approximately 100 million of its components and devices around the world. www.westpharma.com
West and the diamond logo and By your side for a healthier worldTM are registered trademarks or trademarks of West Pharmaceutical Services, Inc., in the United States and other jurisdictions.
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