
<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ___________, 1999.
                                                       Registration No. 33-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                                        
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                        
                             TELEFLEX INCORPORATED
            (Exact name of Registrant as Specified in its Charter)
                      630 West Germantown Pike, Suite 450

<TABLE> 
<CAPTION> 
<S>                                  <C>                                                           <C>         
     DELAWARE                                PLYMOUTH MEETING, PENNSYLVANIA 19462                     23-1147939
(State of Incorporation)              (Address of principal executive offices) (Zip Code)           (I.R.S. Employer
                                                                                                    Identification No.)
</TABLE> 
                             TELEFLEX INCORPORATED
                          DEFERRED COMPENSATION PLAN
                           (Full Title of the Plan)
                           Steven K. Chance, Esquire
                             Teleflex Incorporated
                      630 West Germantown Pike, Suite 450
                     Plymouth Meeting, Pennsylvania  19462
                    (name and address of agent for service)
                                (610) 834-6363
         (Telephone number, including area code, of agent for service)
        Copies of all communications, including communications sent to 
                           the agent for service to:
                         Herbert K. Zearfoss, Esquire
                             Teleflex Incorporated
                            155 South Limerick Road
                         Limerick, Pennsylvania  19468
                                (610) 948-2887
                                      and
                         G. Daniel O'Donnell, Esquire
                            Dechert Price & Rhoads
                           4000 Bell Atlantic Tower
                               1717 Arch Street
                    Philadelphia, Pennsylvania  19103-2793
                                (215) 994-2762
                        CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 
 -----------------------------------------------------------------------------------------------------------------------------
                                                  Proposed                  Proposed
Title of                     Amount               maximum                   maximum                       Amount of
securities                   to be                offering                  aggregate                     registration
to be registered(1)          registered           price per obligation      offering price(2)             fee(3)
------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                   <C>                       <C>                          <C>                      
Deferred Compensation
 Obligations                 $6,000,000.00        100%                      $6,000,000.00                $  1,770.00
--------------------------------------------------------------------------------------------------------------------------------
</TABLE> 
(1) The deferred compensation obligations are unsecured obligations of Teleflex
    Incorporated to pay deferred compensation in the future in accordance with
    the terms of the Teleflex Incorporated Deferred Compensation Plan for
    certain eligible employees and members of the Board of Directors.
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(h) based upon the maximum amount of compensation which may be
    deferred under the Teleflex Incorporated Deferred Compensation Plan.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
    amended, as follows: Proposed maximum aggregate offering price multiplied by
    0.000295.
================================================================================
<PAGE>
 
                                    PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

The documents containing information specified in Part I of Form S-8 will be
sent or given to individuals eligible to participate in the Teleflex
Incorporated Deferred Compensation Plan (the "Plan") as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

Copies of these documents (excluding exhibits) may be obtained without charge
upon written request directed to:

                         Herbert K. Zearfoss, Esquire
                             Teleflex Incorporated
                      630 West Germantown Pike, Suite 450
                     Plymouth Meeting, Pennsylvania  19462

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The following documents of the Registrant filed or to be filed with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement as of their respective dates:

        (a) The Registrant's annual report filed on Form 10-K filed on March
26, 1999, by the Registrant pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), for the fiscal year ended
December 27, 1998;

        (b) All other reports filed by the Registrant pursuant to Section 13(a)
or Section 15(d) of the Exchange Act since December 27, 1998; and

        (c) All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement, but prior to the filing of a 
post-effective amendment to this Registration Statement that indicates that all
securities offered by this Registration Statement have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference into this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
<PAGE>
 
        (d)  ITEM 4.  DESCRIPTION OF SECURITIES.

        Under the Plan, the Registrant will provide eligible employees and
members of the Board of Directors the opportunity to enter into agreements for
the deferral of a specified percentage of their compensation and/or bonus award.
The obligations of the Registrant under such agreements (the "Obligations") will
be unsecured general obligations of the Registrant to pay the deferred
compensation in the future in accordance with the terms of the Plan, and will
rank pari passu with other unsecured and unsubordinated indebtedness of the
Registrant, from time to time outstanding.

        The amount of compensation and/or bonus award to be deferred by each
participatory employee or member of the Board of Directors (a "Participant")
will be determined in accordance with the Plan based on elections by each
Participant.  Each obligation will be payable on a date selected by the
Participant in accordance with the terms of the Plan or is payable upon death,
disability, retirement or termination of employment for any reason in a lump-sum
distribution, or in installments, at the election of the Participant, made in
accordance with the terms of the Plan.

        Participants can elect to have earnings on their deferrals calculated
based on an "enhanced" fixed return (generally, the return on 5 year Treasury
Bonds plus 1.5%) or on notional investments in Common Stock of the Registrant.

        There is no trading market for the Obligations.  The Obligations are
not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment.  Any attempt by any
person to transfer or assign benefits under the Plan, other than a claim for
benefits by a Participant or his or her beneficiary(ies), will be null and void.

        The Obligations are not convertible into any other security of the
Registrant.  No trustee has been appointed to take action with respect to the
Obligations and each participant in the Plan will be responsible for enforcing
his or her own rights with respect to the Obligations.  The Registrant may
establish a grantor, or "rabbi", trust to serve as a source of funds from which
it can satisfy the obligations.  Participants in the Plan will have no rights to
any assets held by a rabbi trust, except as general creditors of the Registrant.
Assets of any rabbi trust will at all times be subject to the claims of the
Registrant's general creditors.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law, as amended,
provides that under certain circumstances a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee 

                                       2
<PAGE>
 
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

          Section 145 further provides that a corporation similarly may
indemnify any such person serving in any capacity who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation; except that no
indemnification can be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Delaware Court of Chancery or such other court in
which such action or suit was brought determines upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
that the Court of Chancery or such other court deems proper.

          Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision does not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (relating to unlawful
payment of dividends and unlawful stock purchase and redemption) or (iv) for any
transaction from which the director derived an improper personal benefit.

          The Registrant's By-laws provide broadly for indemnification of the
officers, directors and employees of the Registrant to the extent that (i) such
person is not insured or otherwise indemnified and (ii) the power to so
indemnify has been or may be granted by statute.  The Registrant maintains
directors' and officers' liability insurance, as permitted by its By-laws, with
a current policy limit of $15,000,000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.  EXHIBITS.

          The following exhibits are filed herewith and are incorporated by
reference as part of this Registration Statement:

          4.     Teleflex Incorporated Deferred Compensation Plan.

                                       3
<PAGE>
 
          5.     Opinion of Dechert Price & Rhoads.

          23.1   Consent of PricewaterhouseCoopers LLP.

          23.2   Consent of Dechert Price & Rhoads (included in Exhibit 5).

          24.    Powers of Attorney (set forth on signature page of this
                 Registration Statement).

ITEM 9.  UNDERTAKINGS.

Undertakings required by Item 512(a)
of Regulation S-K
-----------------

          The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

              (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

              (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) that, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; and

              (iii) To include any material information with respect to the plan
          of distribution not previously disclosed in the Registration Statement
          or any material change to such information in the Registration
          Statement;

provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.

                                       4
<PAGE>
 
Undertakings required by Item 512(b)
of Regulation S-K
-----------------

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Undertakings required by Item 512(h)
of Regulation S-K
-----------------

          Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act 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 Securities Act and will be governed by the final
adjudication of such issue.

                                       5
<PAGE>
 
                                  SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Plymouth Meeting, Commonwealth of Pennsylvania, on the 8th
day of March, 1999.

                                    TELEFLEX INCORPORATED



                                    By:  /s/ David S. Boyer
                                         ------------------
                                         David S. Boyer
                                         Title: President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints David S. Boyer and Steven K. Chance, and each of them,
as such person's true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for such person and in such person's name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 under the
Securities Act, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully as to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

          Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the dates indicated.*

                                    /s/ David S. Boyer
                                    ------------------
                                    David S. Boyer
                                    President, Principal Executive Officer and
                                    Director
                                    Date: March 8, 1999


                                    /s/ Harold L. Zuber, Jr.
                                    ------------------------
                                    Harold L. Zuber, Jr.
                                    Vice President and Principal Financial
                                    Officer
                                    Date: March 8, 1999

                                       6
<PAGE>
 
                                    /s/ Lennox K. Black
                                    -------------------
                                    Lennox K. Black
                                    Director
                                    Date: March 8, 1999

                                    /s/ Lewis E. Hatch, Jr.
                                    -----------------------
                                    Lewis E. Hatch, Jr.
                                    Director
                                    Date: March 8, 1999

                                    /s/ Pemberton Hutchinson
                                    ------------------------
                                    Pemberton Hutchinson
                                    Director
                                    Date: March 8, 1999

                                    /s/ Palmer E. Retzlaff
                                    ----------------------
                                    Palmer E. Retzlaff
                                    Director
                                    Date: March 8, 1999

                                    /s/ Donald Beckman
                                    ------------------
                                    Donald Beckman
                                    Director
                                    Date: March 8, 1999

                                    /s/ Sigismundus W.W. Lubsen
                                    ---------------------------
                                    Sigismundus W.W. Lubsen
                                    Director
                                    Date: March 8, 1999

                                    /s/ James W. Stratton
                                    ---------------------
                                    James W. Stratton
                                    Director
                                    Date: March 8, 1999

                                       7
<PAGE>
 
                                    /s/ Joseph S. Gonnella, M.D.
                                    ----------------------------
                                    Joseph S. Gonnella, M.D.
                                    Director
                                    Date: March 8, 1999

                                    /s/ Patricia C. Barron
                                    ----------------------
                                    Patricia C. Barron
                                    Director
                                    Date: March 8, 1999

                                    /s/ William R. Cook
                                    -------------------
                                    William R. Cook
                                    Director
                                    Date: March 8, 1999


Signatures representing the Registrant's
principal executive officer, its principal
financial officer and a majority of the
Registrant's Board of Directors*

                                       8
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

          4.      Teleflex Incorporated Deferred Compensation Plan.

          5.      Opinion of Dechert Price & Rhoads.

          23.1    Consent of PricewaterhouseCoopers LLP.

          23.2    Consent of Dechert Price & Rhoads (included in Exhibit 5).

          24.     Powers of Attorney (set forth on signature page of this
                  Registration Statement).
