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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 25, 2006
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
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| Delaware
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1-15295
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25-1843385 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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12333 West Olympic Boulevard
Los Angeles, California
(Address of principal executive offices)
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90064-1021
(Zip Code) |
Registrant’s telephone number, including area code: (310) 893-1600
Not Applicable
(Former name or former 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Agreement to Acquire Rockwell Scientific Company LLC
On July 26, 2006, Teledyne Brown Engineering, Inc., a wholly owned subsidiary of Teledyne, entered
into a Purchase Agreement with Rockwell Automation, Inc. and Rockwell Collins, Inc., to buy all of
the membership interests of Rockwell Scientific Company LLC, a Delaware limited liability company,
for a purchase price of $167.5 million. Teledyne guarantees obligations of its subsidiary under the Purchase Agreement. The
closing of the acquisition is subject to customary closing conditions, including satisfaction of
the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The Purchase Agreement, the Guarantee and a press release jointly issued by Teledyne, Rockwell
Automation and Rockwell Collins are attached as exhibits and incorporated by reference herein.
Compensation Matters
On July 25, 2006, the Personnel and Compensation Committee (the “Committee”) of the Board of
Directors of Teledyne Technologies Incorporated (“Teledyne”) took the actions described below with
regard to the compensation of the Company’s Named Executive Officers:
a) Effective September 1, 2006, the “Base Salary” of Robert Mehrabian, Teledyne’s Chairman,
President and Chief Executive Officer, under Section 4(a) and for the purposes of the previously
filed Second Amended and Restated Employment Agreement dated as of January 24, 2006, between Dr.
Mehrabian and Teledyne, shall be increased to Seven Hundred and Fifty Thousand Dollars
($750,000.00). Excepted as amended thereby, the Employment Agreement continues in effect in
accordance with its terms.
b) The following table sets forth the base salary of the Named Executive Officers, effective
September 1, 2006:
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Position |
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Base Salary |
Robert Mehrabian |
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Chairman, President and Chief Executive Officer |
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750,000 |
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John T. Kuelbs |
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Executive Vice President, General Counsel and Secretary |
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387,507 |
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Dale A. Schnittjer |
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Senior Vice President and Chief Financial Officer |
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357,018 |
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James M. Link |
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President, Teledyne Brown Engineering, Inc. |
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304,315 |
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Aldo Pichelli |
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Senior Vice President and Chief Operating Officer, Electronics and Communications Segment |
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301,054 |
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In increasing such base salaries, the Committee considered general industry and industry peer
compensation information provided by Hewitt Associates, executive performance and other factors.
Item 2.02 Results of Operations and Financial Condition
On July 27, 2006, Teledyne Technologies Incorporated issued a press release with respect
to its second quarter 2006 financial results. That press release is attached hereto as Exhibit 99.3, and is incorporated herein by
reference. The information furnished pursuant to this Item 2.02 shall in no way be deemed to be “filed” for purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended.
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| Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On July 25, 2006, in accordance with its Amended and Restated By-laws, Teledyne
Technologies Incorporated’s Board of Directors increased the number of directors to
nine, and appointed Wesley W. von Schack as a Class I Director for a term expiring
at the 2009 Annual Meeting of Stockholders. Since 1996, Dr. von Schack, age 62,
has served as the Chairman, President and Chief Executive Officer of Energy East
Corporation, a diversified energy services company. Dr. von Schack will serve on
both the Nominating and Governance Committee and the Personnel and Compensation
Committee of Teledyne’s Board. Like Robert Mehrabian, Teledyne’s Chairman,
President and Chief Executive Officer, Dr. von Schack is a director of Mellon
Financial Corporation, with whom Teledyne has previously disclosed arms-length
banking, pension trustee, stockholder rights plan agent and transfer agent and
registrar relationships. Mellon Bank, N.A., has committed to lend up to $45 million
of Teledyne’s recently amended and restated $400 million credit facility.
Teledyne’s Board of Directors has reviewed these relationships, among other things,
and determined that Dr. von Schack is independent.
The Press Release issued by Teledyne on July 26, 2006 is attached as an exhibit and
is incorporated by reference herein.
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| Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits
10.1
Purchase Agreement dated as of July 26, 2006, by and among Rockwell Automation, Inc.,
Rockwell Collins, Inc. and Teledyne Brown Engineering, Inc.
10.2 Guarantee of Teledyne Technologies Incorporated relating to the Purchase Agreement
99.1
Press release dated July 26, 2006 with respect to the appointment of Wesley W. von Schack as a Class 1 Director.
99.2 Press Release issued on July 27, 2006, Announcing Agreement to Acquire Rockwell Scientific
Company LLC
99.3 Press Release dated July 27, 2006 with respect to Teledyne Technologies Incorporated’s
second quarter 2006 financial results.
Teledyne agrees to furnish supplementally to the SEC upon
request a copy of the omitted Company Disclosure Schedule.
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.
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TELEDYNE TECHNOLOGIES INCORPORATED
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By: |
/s/ Dale A. Schnittjer
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Dale A. Schnittjer |
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Senior Vice President and Chief Financial Officer |
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Dated: July 27, 2006
EXHIBIT INDEX
Description
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Exhibit 10.1
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Purchase Agreement dated as of July 26, 2006, by and among Rockwell Automation, Inc.,
Rockwell Collins, Inc. and Teledyne Brown Engineering, Inc. |
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Exhibit 10.2
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Guarantee of Teledyne Technologies Incorporated relating to the Purchase Agreement |
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Exhibit 99.1
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Press release dated July 26, 2006 with respect to the appointment of Wesley W. von Schack as a Class 1 Director. |
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Exhibit 99.2
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Press Release issued on July 27, 2006, Announcing Agreement to Acquire Rockwell Scientific
Company LLC |
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Exhibit 99.3
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Press Release dated July 27, 2006 with respect to Teledyne Technologies Incorporated’s
second quarter 2006 financial results. |