<PAGE>
As filed with the Securities and Exchange Commission on November 18, 1999
REGISTRATION STATEMENT NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CIRCOR INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3477276
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
35 CORPORATE DRIVE
BURLINGTON, MASSACHUSETTS 01803
(781) 270-1200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CIRCOR INTERNATIONAL, INC. 1999 STOCK OPTION AND INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
------------------------
DAVID A. BLOSS, SR.
CHIEF EXECUTIVE OFFICER
CIRCOR INTERNATIONAL, INC.
35 CORPORATE DRIVE
BURLINGTON, MASSACHUSETTS 01803
(781) 270-1200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
With copy to:
ROBERT P. WHALEN, JR.,P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Title of Securities Being Amounts to be Proposed Maximum Offering Proposed Maximum Amount of
Registered Registered (1)(2) Price Per Share (5) Aggregate Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 39,106 $ 8.04(3) $ 314,412.24 $ 87.41
per share 132,961 $ 8.37(3) $ 1,112,883.57 $ 309.38
13,687 $ 9.21(3) $ 126,057.27 $ 35.04
136,872 $ 9.43(3) $ 1,290,702.96 $ 358.82
75,100 $ 9.50(3) $ 713,450.00 $ 198.34
323,000 $10.375(3) $ 3,351,125.00 $ 931.61
7,039 $ 11.32(3) $ 79,681.48 $ 22.15
87,989 $ 11.95(3) $ 1,051,468.55 $ 292.31
68,436 $ 12.15(3) $ 831,497.40 $ 231.16
146,648 $ 12.98(3) $ 1,903,491.04 $ 529.17
1,601,900 $10.125(4) $16,219,237.50 $4,508.95
--------- -------------- ---------
2,632,738 $26,994,007.01 $7,504.34
============================================================================================================================
</TABLE>
(1) This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock, par value $.01 per share, of CIRCOR
International, Inc. (the "Common Stock") as may be required pursuant to the
CIRCOR International, Inc. 1999 Stock Option and Incentive Plan (the "Option
Plan") in the event of a stock dividend, reverse stock split, split-up,
recapitalization, forfeiture of stock under the Option Plan or other similar
event.
(2) This Registration Statement also relates to an aggregate of 632,738 shares
of Common Stock that may be issued upon the exercise of options which were
issued pursuant to a stock option and incentive plan of Watts Industries,
Inc. ("Watts") and which were replaced by CIRCOR International, Inc.
options upon the consummation of the distribution of all of the Company's
Common Stock to the shareholders of Watts on October 18, 1999.
(3) Determined pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act").
(4) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act solely for the purposes of determining the amount of the registration
fee. The registration fee is based upon the average of the high and low
prices for the Registrant's Common Stock, par value $.01 per share, as
reported on the New York Stock Exchange on November 15, 1999.
(5) This Registration Statement also relates to the Rights to purchase Series A
Junior Participating Cumulative Preferred Stock of the Registrant which are
attached to all shares of Common Stock outstanding as of, and issued
subsequent to, October 19, 1999, pursuant to the terms of the Registrant's
Shareholder Rights Agreement dated as of September 16, 1999. Until the
occurrence of certain prescribed events, the Rights are not exercisable, are
evidenced by the certificates of Common Stock and will be transferred only
with such stock.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
CIRCOR International, Inc. (the "Registrant") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission (the "Commission"):
(a) the Registrant's Registration Statement on Form 10 filed with the
Commission on August 6, 1999 (File No. 1-14962), as amended;
(b) all other reports filed with the Commission by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since August 6, 1999; and
(c) the description of the Registrant's Rights to purchase shares of the
Registrant's Series A Junior Participating Cumulative Preferred Stock
contained in the Registration Statement on Form 8-A filed with the
Commission on October 21, 1999 pursuant to Section 12(b) of the
Exchange Act, and any amendments or reports filed for the purpose of
updating such description.
In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 5. Interests of Named Expert and Counsel.
-------------------------------------
Mr. David F. Dietz, a director of the Registrant, has a professional
corporation which is a partner of Goodwin, Procter & Hoar LLP, a law firm which
provides legal services to the Registrant.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant's Amended and Restated By-laws (the "By-laws") provide that
directors and officers of the Registrant shall be, and in the discretion of the
Board of Directors non-officer employees may be, indemnified by the Registrant
to the fullest extent authorized by Delaware law, as it now exists or may in the
future be amended, against all expenses and liabilities reasonably incurred in
connection with service for or on behalf of the Registrant. The By-laws also
provide that the right of directors and officers to indemnification shall be a
contract right and shall not be exclusive of any other right now possessed or
hereafter acquired under any by-law, agreement, vote of shareholders or
otherwise. The Registrant's Amended and Restated Certificate of Incorporation
contains a provision permitted by Delaware law that generally eliminates the
personal liability of directors for monetary damages for breaches of their
fiduciary duty, including breaches involving negligence or gross negligence in
business combinations, unless the director has breached his or her duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or a
knowing violation of law, paid a dividend or approved a stock repurchase in
violation of the Delaware General Corporation Law or obtained an improper
personal benefit. This provision does not alter a director's liability under
the federal securities laws and does not affect the availability of equitable
remedies, such as an injunction or recision, for breach of fiduciary duty. The
Registrant also entered into indemnification agreements with each of its
directors reflecting the foregoing and requiring the advancement of expenses in
proceedings involving the directors in most circumstances.
2
<PAGE>
Item 8. Exhibits.
--------
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
Exhibits
- --------
4.1 Amended and Restated Certificate of Incorporation (incorporated herein
by reference to Exhibit 3.1 to the Registrant's Registration Statement
on Form 10 (File No. 1-14962), as filed with the Commission on August
6, 1999)
4.2 Amended and Restated By-laws (incorporated herein by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form 10
(File No. 1-14962), as filed with the Commission on August 6, 1999)
* 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
* 23.2 Consent of KPMG LLP
24.1 Powers of Attorney (included on signature pages to this Registration
Statement)
99.1 CIRCOR International, Inc. 1999 Stock Option and Incentive Plan
(incorporated herein by reference to Exhibit 10.1 to Amendment No. 1
to the Registrant's Registration Statement on Form 10 (File No.
1-14962), as filed with the Commission on September 22, 1999)
99.2 CIRCOR International, Inc. Management Stock Purchase Plan
(incorporated herein by reference to Exhibit 10.6 to Amendment No. 1
to the Registrant's Registration Statement on Form 10 (File No.
1-14962), as filed with the Commission on September 22, 1999)
* Filed herewith.
Item 9. Undertakings.
------------
(a) 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) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the
effective 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 (a)(1)(i) and (a)(1)(ii) herein do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
undersigned registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement;
3
<PAGE>
(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; and
(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 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.
(c) 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 Securities and Exchange
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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, CIRCOR International,
Inc. 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 Burlington, Massachusetts on this 18th day of November, 1999.
CIRCOR INTERNATIONAL, INC.
By: /S/ DAVID A. BLOSS, SR.
-------------------------------
David A. Bloss, Sr.
Chairman of the Board,
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of David A. Bloss, Sr. and Cosmo S. Trapani
such person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, 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, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each 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 in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------------------------- ------------------------------- -----------------
/s/ David A. Bloss, Sr. Chairman of the Board, November 18, 1999
- --------------------------- Chief Executive Officer,
David A. Bloss, Sr. President and Director
(Principal Executive Officer)
/s/ Cosmo S. Trapani Chief Financial Officer and November 18, 1999
- --------------------------- Executive Vice President
Cosmo S. Trapani (Principal Financial Officer and
Principal Accounting Officer)
/s/ Dewain K. Cross Director November 18, 1999
- ---------------------------
Dewain K. Cross
/s/ David F. Dietz Director November 18, 1999
- ---------------------------
David F. Dietz
/s/ Timothy P. Horne Director November 10, 1999
- ---------------------------
Timothy P. Horne
/s/ Daniel J. Murphy, III Director November 18, 1999
- ---------------------------
Daniel J. Murphy, III
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
4.1 Amended and Restated Certificate of Incorporation (incorporated
herein by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form 10 (File No. 1-14962), as filed
with the Commission on August 6, 1999)
4.2 Amended and Restated By-laws (incorporated herein by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form 10
(File No. 1-14962), as filed with the Commission on August 6,
1999)
* 5.1 Opinion of Goodwin, Procter & Hoar llp as to the legality of the
securities being registered
23.1 Consent of Goodwin, Procter & Hoar llp (included in Exhibit 5.1)
* 23.2 Consent of KPMG LLP
24.1 Powers of Attorney (included on signature pages to this
Registration Statement)
99.1 CIRCOR International, Inc. 1999 Stock Option and Incentive Plan
(incorporated herein by reference to Exhibit 10.1 to Amendment
No. 1 to the Registrant's Registration Statement on Form 10 (File
No. 1-14962), as filed with the Commission on September 22, 1999)
99.2 CIRCOR International, Inc. Management Stock Purchase Plan
(incorporated herein by reference to Exhibit 10.6 to Amendment
No. 1 to the Registrant's Registration Statement on Form 10 (File
No. 1-14962), as filed with the Commission on September 22, 1999)
- ------------
* Filed herewith.
<PAGE>
EXHIBIT 5.1
November 18, 1999
CIRCOR International, Inc.
35 Corporate Drive
Burlington, MA 01803
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to CIRCOR
International, Inc. (the "Company") in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 of a Registration Statement on Form S-8 (the "Registration Statement")
relating to 2,000,000 shares (the "Shares") of the Company's common stock, par
value $.01 per share (the "Common Stock"), which the Company is authorized to
issue pursuant to the CIRCOR International, Inc. 1999 Stock Option and Incentive
Plan (the "Option Plan").
As counsel for the Company, we have examined a copy of the Option Plan and
the Company's Amended and Restated Certificate of Incorporation and the Amended
and Restated By-laws, each as currently in effect, and such records,
certificates and other documents of the Company as we have deemed necessary or
appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that, when the Shares are
sold and paid for pursuant to the terms of the Option Plan, the Shares will be
legally issued, fully paid and non-assessable by the Company.
We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
CIRCOR International, Inc.
We consent to the incorporation by reference in the registration statement
on Form S-8 of CIRCOR International, Inc. of our report dated August 3, 1999
relating to the combined balance sheets of CIRCOR International, Inc. as of June
30, 1999 and 1998 and the related combined statements operations, cash flows and
shareholder's equity for each of the years in the three-year period ended June
30, 1999, which report is included in the Registrant's Information Statement
dated October 6, 1999 as filed with the Securities and Exchange Commission.
/s/ KPMG LLP
Boston, Massachusetts
November 17, 1999
