corres.htm
Direct
Dial 610-594-3319
Direct
FAX 610-594-3013
john.gailey@westpharma.com
John
R. Gailey III
Vice
President, General Counsel and Secretary
June 18,
2009
Via
Telecopy and EDGAR Transmission
United
States Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Attn:
John Cash, Accounting Branch Chief
Re: West
Pharmaceutical Services, Inc.
Form 10-K for the fiscal year ended
December 31, 2008
Filed February 26, 2009
Definitive Proxy Statement on Schedule
14A
Filed March 26, 2009
File# 1-8036
Dear Mr.
Cash:
This letter is being transmitted on
behalf of West Pharmaceutical Services, Inc. (“West”) in response to comments
received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) by letter June 4, 2009 related to West’s Annual Report on
Form 10-K, filed with the Commission on February 26, 2009, and its Definitive
Proxy Statement on Schedule 14A, filed with the Commission on March 26,
2009. To assist your review, we have included the text of the
comments contained in that letter below in italicized typeface.
Form 10-K for the fiscal
year ended December 31, 2008
Executive Officers of the
Registrant, page 15
|
1.
|
Describe
briefly in future filings the business experience during the past five
years of Messrs. Fabio de Sampaio Dorio Filho and Matthew T. Mullarkey as
required by Item 401(e)(1) of Regulation S-K. We note that
current disclosure states only the year in which they joined
West.
|
United
States Securities and Exchange Commission
Division
of Corporation Finance
June 18,
2009
Page
2
Response:
The Staff’s comment is duly
noted. In future filings, West will include the dates of the business
experience during the past five years of each of its executive officers as
required by Item 401(e)(1) of Regulation S-K.
Definitive Proxy Statement
on Schedule 14A
Proposal #1 – Election of
Directors, page 3
|
2.
|
Describe
briefly in future filings the business experience during the past five
years of Dr. Paula A. Johnson, Messrs. Anthony Welters, Patrick J. Zenner,
Thomas W. Hofmann, L. Robert Johnson, John P. Neafsey, Geoffrey F. Worden,
and Dr. Robert C. Young. We note that dates of their business
experience are omitted except for their directorships of
West.
|
Response:
The Staff’s comment is duly
noted. In future filings, West will include the dates of the business
experience during the past five years of each of its directors as required by
Item 401(e)(1) of Regulation S-K.
PVS Units, page
17
|
3.
|
Specify
in future filings the actual performance results and the actual payout
amounts for PVS unit awards upon completion of the applicable three year
performance period.
|
Response:
The Staff’s comment is duly
noted. In future filings, West will add information in a tabular
format on the actual performance results and payout amounts for PVS unit awards
for the three-year performance period ending December 31 of the last completed
fiscal year. The additional disclosures will be included in the
discussion of PVS units and long-term incentive compensation in the Compensation
Discussion and Analysis section.
* * * * *
In connection with this response, West
acknowledges that: (1) West is responsible for the adequacy and accuracy of the
disclosure in its filings; (2) Staff comments or changes to disclosure in
response to Staff comments do not foreclose the Commission from taking any
action with respect to the filing; and (3) West may not assert Staff comments as
a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Very truly
yours,
/s/ John R. Gailey
III
John R. Gailey
III