Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CRANE CO.
(Exact name of registrant as specified in its charter)
Delaware 13-1952290
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
100 First Stamford Place
Stamford, Connecticut 06902
(Address of principal executive offices)
CRANE CO. 2004 STOCK INCENTIVE PLAN
(Full title of the plan)
Augustus I. duPont
Vice President, General Counsel and Secretary
Crane Co.
100 First Stamford Place
Stamford, Connecticut 06902
(Name and address of agent for service)
(203) 363-7300
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Proposed Amount of
securities be maximum maximum registration
to be registered registered(1) offering aggregate fee
price offering
per share price
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Common Stock, par value 4,500,000 $32.725(3) $147,262,500 $18,659
$1.00 per share(2)
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(1) This Registration Statement also registers additional securities to be
offered or issued upon adjustment or changes made to the registered securities
by reason of any stock splits, stock dividends or similar transactions as
permitted by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as
amended (the "Securities Act").
(2) Includes preferred stock purchase rights. Prior to the occurrence of
certain events, the preferred stock purchase rights will not be evidenced
separately from the common stock.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(C). The fee is calculated on the basis of the average of
the high and low trading prices for the Registrant's Common Stock on April 23,
2004, as reported on the New York Stock Exchange Composite Tape.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference into this
Registration Statement:
The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 (File No. 1-1657).
All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2003.
The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed under Section 12(b) of the
Exchange Act, including all amendments and reports updating such description.
All documents 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 which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of filing of such document with the Commission until the
information contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration Statement or
by any document which constitutes part of the prospectus relating to the Crane
Co. 2004 Stock Incentive Plan meeting the requirements of Section 10(a) of the
Securities Act.
Item 4. Description of Securities. The class of securities to be offered
under this Registration Statement is registered under Section 12 of the Exchange
Act.
Item 5. Interests of Named Experts and Counsel. The legality of the Common
Stock to which this Registration Statement relates has been passed upon for the
Registrant by Augustus I. duPont, Vice President, General
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Counsel and Secretary of the Registrant. As of April 5, 2004, Mr. duPont
beneficially owned 61,901 shares of the Registrant's Common Stock and held
options to purchase 329,234 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (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 which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article IX of the
Company's Certificate of Incorporation provides that the personal liability of
directors of the Company is eliminated to the fullest extent permitted by
Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and, subject to
certain limitations, against certain costs and expenses including attorneys'
fees, actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of his being a director or officer of the
corporation if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provision. Article X of the
Company's By-Laws provides that the Company will 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 by reason of the fact that he is or was an
authorized representative of the Company, against all expenses (including
attorneys' fees) and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if it is
determined that he acted in accordance with the applicable standard of conduct
set forth in Article X. Article X further permits the Company to maintain
insurance on behalf of any such person against any liability asserted against
such person and incurred by such person in any such capacity or arising out of
his status as such, whether or not the Company would have the power to indemnify
such person against such liability under Article X.
The Company maintains standard policies of insurance under which coverage
is provided (a) to its directors and officers against loss arising from claims
made by reason of breach of duty or other wrongful act and (b) to the Company
with respect to payments which may be made by the Company to such officers and
directors pursuant to the above indemnification provisions or otherwise as a
matter of law.
The Company has entered into agreements with each of its directors and
officers pursuant to which the Company has agreed to indemnify such directors
and officers, and to advance expenses in connection therewith, to the fullest
extent permitted by law, and
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to maintain directors' and officers' liability insurance on behalf of such
indemnified persons unless, in the business judgment of the Board of Directors
of the Company, the premium cost for such insurance is substantially
disproportionate to the amount of coverage or the coverage is so limited by
exclusions that there is insufficient benefit from such insurance. The
agreements further provide that, if indemnification is not available, then in
any case in which the Company is jointly liable with the indemnified person the
Company will contribute to the fullest extent permitted by law to the amount of
expenses, judgments, fines and settlements paid or payable by the indemnified
person in such proportion as is appropriate to reflect the relative benefits
received, and the relative fault of, the Company and the indemnified person.
Such rights cannot be modified, except as required by law or by any change in
the Company's Certificate of Incorporation or By-Laws.
Item 7. Exemption from Registration Claimed.
None.
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Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
Exhibit No. Description
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4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3A to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999).
4.2 By-Laws of the Registrant (incorporated by reference to Exhibit
3(ii) to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001).
5.1 Opinion of Augustus I. duPont, Esq. regarding the legality of
the shares being registered hereunder (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Augustus I. duPont, Esq. (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of
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distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) of this section
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 this
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 which remain unsold at the termination of the
offering.
(b) 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, where applicable, 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.
* * *
(h) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the City of Stamford, State of Connecticut, on this xxth day of
April, 2004.
CRANE CO.
By: /s/ Eric C. Fast
----------------------------
Eric C. Fast
President, Chief Executive Officer
and Acting Chief Financial Officer
We, the undersigned directors and officers of Crane Co., do hereby
constitute and appoint Augustus I. duPont, Thomas J. Ungerland and Christopher
Dee, or any of them, our true and lawful attorneys and agents, to do any and all
acts and things in our name and on our behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or any of them, may
deem necessary or advisable to enable said corporation to comply with the
Securities Act and any rules, regulations and requirements of the Commission, in
connection with this Registration Statement, including specifically, but without
limitation, power and authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto and we do hereby ratify and confirm all that said attorneys
and agents, or any of them, shall do or cause to be done by virtue hereof.
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 date(s) indicated:
Signature Capacity Date
--------- -------- ----
/s/ R. S. Evans Chairman of the Board and April 26, 2004
--------------------------- a Director
R. S. Evans
/s/ Eric C. Fast President, Chief Executive April 26, 2004
--------------------------- Officer, Acting Chief Financial
Eric C. Fast Officer and a Director (Principal
Executive Officer and Financial
Officer
/s/ J. A. Nano Vice President, Controller April 26, 2004
--------------------------- (Principal Accounting Officer)
J. A. Nano
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Signature Capacity Date
--------- -------- ----
/s/ E. Thayer Bigelow, Jr.
---------------------------
E. Thayer Bigelow, Jr. Director April 26, 2004
/s/ Karen E. Dykstra
---------------------------
Karen E. Dykstra Director April 26, 2004
/s/ Richard S. Forte
---------------------------
Richard S. Forte Director April 26, 2004
/s/ Dorsey R. Gardner
---------------------------
Dorsey R. Gardner Director April 26, 2004
/s/ Jean Gaulin
---------------------------
Jean Gaulin Director April 26, 2004
/s/ William E. Lipner
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William E. Lipner Director April 26, 2004
/s/ Dwight C. Minton
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Dwight C. Minton Director April 26, 2004
/s/ Charles J. Queenan, Jr.
---------------------------
Charles J. Queenan, Jr. Director April 26, 2004
/s/ James L. L. Tullis
---------------------------
James L. L. Tullis Director April 26, 2004
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3A to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999).
4.2 By-Laws of the Registrant (incorporated by reference to Exhibit
3(ii) to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001).
5.1 Opinion of Augustus I. duPont, Esq. regarding the legality of
the shares being registered hereunder (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Augustus I. duPont, Esq. (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature
page of this Registration Statement).
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