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 26, 2010
 
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of incorporation) 		  1-15295
(Commission File Number) 		  25-1843385
(I.R.S. Employer
Identification No.)
     
1049 Camino Dos Rios
Thousand Oaks, California
(Address of principal executive offices) 		 
91360-2362
(Zip Code)
Registrant’s telephone number, including area code: (805) 373-4545
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))
 
 

 

 

Item 8.01   Other Events
     On July 26, 2010, Teledyne Technologies Incorporated (“Teledyne”) declared its offer for the entire issued and to be issued ordinary share capital of Intelek plc (“Intelek”) to be wholly unconditional, as all closing conditions of its offer had been satisfied or waived. Teledyne was the beneficial owner of, or had received valid acceptances in respect of approximately 93% of Intelek’s ordinary shares. The offer is not being made in the United States or to residents of the United States. A press release announcing that Teledyne has declared its offer wholly unconditional is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01   Financial Statements and Exhibits
(d)   Exhibits
Exhibit 99.1       Press Release dated July 26, 2010, announcing that Teledyne Technologies Incorporated has declared its offer to acquire the entire existing share capital of Intelek plc wholly unconditional.

 

 

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.
         
  TELEDYNE TECHNOLOGIES INCORPORATED

  		 
  By:   /s/ Dale A. Schnittjer    
    Dale A. Schnittjer   
    Senior Vice President and Chief Financial Officer   
 
Dated July 26, 2010

 

 

EXHIBIT INDEX
Description
Exhibit 99.1       Press Release dated July 26, 2010, announcing that Teledyne Technologies Incorporated has declared its offer to acquire the entire existing share capital of Intelek plc wholly unconditional

 

Exhibit 99.1
(TELEDYNE LOGO)
News Release
 
Teledyne Completes Acquisition of Intelek plc
THOUSAND OAKS, Calif. — July 26, 2010 — Teledyne Technologies Incorporated (NYSE: TDY) (“Teledyne”) announced today that it has completed the acquisition of Intelek plc (AIM: ITK.L) (“Intelek”). Teledyne was the beneficial owner of, or had received valid acceptances in respect of approximately 93% of Intelek’s ordinary shares. Earlier this morning, Teledyne declared its offer to Intelek shareholders wholly unconditional, as all closing conditions of its offer had been satisfied or waived. Under the terms of the Offer, Intelek’s ordinary shareholders (“Intelek Shareholders”) will receive 32 pence in cash for each Intelek Share valuing the entire existing issued ordinary share capital of Intelek at approximately £28 million.
Intelek is a group of companies which primarily designs and manufactures electronic systems for satellite and microwave communication. Through its Paradise Datacom division, headquartered in State College, Pa., Intelek designs and manufactures satellite modems, transceivers, block up-converters, solid state power amplifiers, low noise amplifiers and associated equipment for the terrestrial segment of the satellite communications market. Intelek’s Labtech division is a manufacturer of microwave circuits and components primarily for the defense electronics, global telecommunications, space and satellite communications markets. Intelek’s CML Group division manufactures precision machined and composite aerostructures for military and commercial aircraft. Following the acquisition, the three divisions will change their names to Teledyne Paradise Datacom, Teledyne Labtech and Teledyne CML Group.
The aggregate value for the transaction will be approximately £35 million (or approximately $52 million) taking into account Intelek’s stock options, net debt and pension deficit as of March 31, 2010. For the year ended March 31, 2010, Intelek had sales of approximately £38 million.
Teledyne Technologies is a leading provider of sophisticated electronic subsystems, instrumentation and communication products, engineered systems, aerospace engines, and energy and power generation systems. Teledyne Technologies’ operations are primarily located in the United States, the United Kingdom and Mexico. For more information, visit Teledyne Technologies’ website at www.teledyne.com
Forward-Looking Statements Cautionary Notice
This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, relating to a recent acquisition. Actual results could differ materially from these forward-looking statements. Many factors, including the company’s ability to integrate the acquired product lines, retain customers and achieve anticipated synergies, could change anticipated results.
Investor Contact:        Jason VanWees
(805) 373-4542
 
Press Contact:   Robyn McGowan
(805) 373-4540