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As filed with the Securities and Exchange Commission on June 8, 1994
File No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
CARPENTER TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 23-0458500
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
101 WEST BERN STREET
READING, PENNSYLVANIA 19601
(Address of principal executive offices) (Zip Code)
CARPENTER TECHNOLOGY CORPORATION
STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES
(Full title of the plan)
-------------------------------------------
JOHN R. WELTY
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CARPENTER TECHNOLOGY CORPORATION
101 WEST BERN STREET
READING, PENNSYLVANIA 19601
(Name and address of agent for service)
(610) 208-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share (1) price (1)
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<S> <C> <C> <C> <C>
Common Stock, 500,000
par value shares (2) $57.875 $28,937,500 $9,978
$5 per share
- --------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933 on the basis of the average of the high and low
prices of the Common Stock of $58-1/8 and $57-5/8, respectively, as
reported on the New York Stock Exchange-Composite Transactions Tape on
June 3, 1994.
(2) Also registered hereby are such additional indeterminate number of
shares of Common Stock or other securities as may become issuable upon
exercise of purchase rights or otherwise by reason of adjustments
pursuant to the anti-dilution provisions of the Plan.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the registrant
pursuant to the requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated hereby by reference:
(a) Annual Report on Form 10-K for the year ended June 30, 1993;
(b) Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1993, December 31, 1993 and March 31, 1994 and
all other reports filed pursuant to Section 13(a) of the
Exchange Act since June 30, 1993; and
(c) Description of the registrant's Common Stock contained in
the registrant's Registration Statement on Form 8-B.
In addition, 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, prior to the filing with the Commission of a post-effective amendment
which (i) indicates that all securities registered hereby have been sold or
(ii) effects the deregistration of the balance of such securities then
remaining unsold shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 7(a) of the registrant's Restated Certificate of
Incorporation provides for the elimination of liability of directors to the
fullest extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law (the "GCL"). Section 102(b)(7) allows a corporation in its
original certificate of
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incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(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 GCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions), or (iv) for any
transaction from which the director derived an improper personal benefit.
Article 7(b) of the registrant's Restated Certificate of
Incorporation and Article 6.4 of the registrant's By-Laws provide for
indemnification of directors, officers, employees and agents to the fullest
extent permitted by Section 145 of the GCL. Section 145 provides that a
corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person 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 or agent of another
corporation or other enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding if the
person acted in good faith and in a manner believed to be in or not opposed to
the best interests of the corporation, and had no reasonable cause to believe
his/her conduct was unlawful. A corporation may indemnify officers and
directors in actions by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the person is adjudged to be liable to the corporation. Where an
officer or director is successful on the merits or otherwise in the defense of
any action referred to above, the corporation must indemnify that person
against expenses actually and reasonably incurred. Under the registrant's
By-Laws, for indemnification purposes, an employee or agent shall be deemed to
have acted in good faith only if his or her actions were within the scope of
employment as defined by an agreement with the registrant or the rules and
regulations established by the registrant or an authorized officer thereof.
The registrant has in effect a directors and officers
liability insurance policy which, with certain general and specific exclusions,
indemnifies each person who was, is or may hereafter
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be a director or officer of the registrant and such person's heirs and assigns,
against any payment by an insured (except fines and penalties) in respect of
any legal liability, whether actual or asserted, arising from any claim made
against an insured by reason of any breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done or wrongfully
attempted by the insured, in his capacity as a director or officer of the
registrant, or any of the foregoing so alleged by any claimant, or any matter
claimed against an insured solely by reason of his being or having been a
director or officer of the registrant. The policy may be cancelled by the
insurer upon 60 days' written notice to the registrant. To the extent that
such insurance covers liabilities arising under the Securities Act of 1933, no
waivers or undertakings are made by the registrant with respect thereto, except
as set forth in Item 9 of this Registration Statement.
The registrant is a party to indemnity agreements with its
officers and directors which provide indemnification to the fullest extent
permitted by law in the event the indemnitee is or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in any threatened, pending or completed action,
suit or proceeding, or any inquiry or investigation, whether instituted by the
registrant or any other party, that the indemnitee in good faith believes might
lead to the institution of any such action, suit or proceeding, whether civil,
criminal, administrative, investigative or other by reason of (or arising in
part out of) any event or occurrence related to the fact that such person is or
was a director, officer, employee, agent or fiduciary of the registrant, or is
or was serving at the request of the registrant as a director, officer,
employee, trustee, agent or fiduciary of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise, or by reason
of anything done or not done by the indemnitee in any such capacity. The
indemnification includes any and all expenses (including attorneys' fees),
judgments, fines, penalties and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or
in respect of such expenses, judgments, fines, penalties or amounts paid in
settlement). However, the indemnitee is not entitled to indemnity payments or
expense advances in connection with any threatened, pending or completed
action, suit or proceeding, or any inquiry or investigation initiated by the
indemnitee unless the Board of Directors of the registrant has authorized or
consented to the initiation of such claim. In the event of a Change in Control
(as defined in such agreements) that has not been approved by a majority of the
registrant's Board of Directors who were directors
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immediately prior to such Change in Control, then with respect to all matters
thereafter arising concerning the rights of the indemnitee to indemnity
payments and expense advances under the indemnification agreements, any other
agreement, Certificate of Incorporation or By-Law provision in effect, the
registrant is required to seek legal advice from independent legal counsel
selected by the indemnitee and approved by the registrant (which approval shall
not be unreasonably withheld) which legal advice includes the rendering of an
opinion to the registrant and indemnitee as to whether and to what extent the
indemnitee would be permitted to be indemnified under applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index which appears at page 9 of
this Registration Statement for a detailed list of the exhibits filed as a
part hereof.
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 of 1933;
(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 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) 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 registrant pursuant to
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Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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
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 of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) 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 under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6
hereof, 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 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 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 Reading, Pennsylvania, on June 7, 1994.
CARPENTER TECHNOLOGY CORPORATION
By: s/ Robert W. Cardy
------------------------------
Robert W. Cardy
Chairman of the Board,
President & Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by or on behalf of the
following persons in the capacities indicated on June 7, 1994.
Signature Title
--------- -----
s/ Robert W. Cardy Chairman of the Board, President
- ----------------------------- & Chief Executive Officer
Robert W. Cardy
s/ G. Walton Cottrell Senior Vice President-Finance
- ---------------------------- & Chief Financial Officer
G. Walton Cottrell
s/ Edward B. Bruno Controller
- ----------------------------
Edward B. Bruno
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*Mylle H. Bell Director
*Marcus C. Bennett Director
*Dennis M. Draeger Director
*C. McCollister Evarts Director
*Carl R. Garr Director
*William J. Hudson, Jr. Director
*Arthur E. Humphrey Director
*Edward W. Kay Director
*Frederick C. Langenberg Director
*Marlin Miller, Jr. Director
*Paul R. Roedel Director
*By: s/ John R. Welty
---------------------------
John R. Welty,
Attorney-in-Fact, Pursuant
to Power of Attorney
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Numbering
Exhibit No. Description of Exhibit Page No.
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<S> <C> <C>
4.01 Certificate of Incorporation of --
registrant, as amended and
restated (incorporated by
reference to Exhibit 3A to
registrant's Annual Report on
Form 10-K for year ended June
30, 1987, filed under Securities
Exchange Act of 1934, as
amended).
4.02 By-laws of registrant, as amended --
(incorporated by reference to
Exhibit 3B to registrant's Annual
Report on Form 10-K for year ended
June 30, 1990, filed under Securities
Exchange Act of 1934, as amended).
4.03 Restated Rights Agreement dated as --
of May 11, 1989 between registrant
and Morgan Guaranty Trust Company of
New York, as Rights Agent
(incorporated by reference to Exhibit
4C to registrant's Annual Report on
Form 10-K for year ended June 30,
1989, filed under Securities Exchange
Act of 1934, as amended).
5.01 Opinion of Dechert Price & Rhoads as 11
to legality of securities being
registered.
24.01 Consent of Coopers & Lybrand to 12
incorporation of their report dated
July 28, 1993 with respect to
consolidated financial statements and
related schedules of registrant
and subsidiaries at June 30, 1993 and
June 30, 1992 and for each of the
three years in the period ended
June 30, 1993.
</TABLE>
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<TABLE>
<CAPTION>
Sequential
Numbering
Exhibit No. Description of Exhibit Page No.
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<S> <C> <C>
24.02 Consent of Dechert Price & Rhoads --
(contained in opinion filed as
Exhibit 5.01 to this Registration
Statement).
25.01 Powers of Attorney executed by 15
certain directors of registrant,
authorizing execution of
Registration Statement on each
such director's respective behalf
by persons designated therein.
</TABLE>
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June 8, 1994
Carpenter Technology Corporation
101 West Bern Street
Reading, PA 19601
Re: Stock-Based Incentive Compensation
Plan for Officers and Key Employees:
Registration Statement on Form S-8
Gentlemen:
We have acted as your counsel in connection with the
preparation of a registration statement on Form S-8 (the "Registration
Statement"), to be filed today with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to an aggregate of
500,000 shares (the "Shares") of Common Stock, par value $5 per share, to be
offered pursuant to the Corporation's Stock-Based Incentive Compensation Plan
for Officers and Key Employees (the "Plan"). The Plan provides that the Shares
may be either (i) newly issued from the Corporation's reserve of authorized but
previously unissued shares or (ii) previously outstanding shares acquired by
the Corporation and held in its treasury.
We have examined the Plan and such corporate records and
other documents and matters as we have considered appropriate to enable us to
give this opinion.
Based on the foregoing, it is our opinion that the Shares, to
the extent they are newly issued, have been duly authorized and when issued and
sold in accordance with the provisions of the Plan will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
DECHERT PRICE & RHOADS
<PAGE> 1
certified public accountants
COOPERS
& LYBRAND
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated July 28, 1993, which includes an explanatory
paragraph relating to the changes in the Company's methods of accounting for
income taxes and postretirement benefits other than pensions in the year ended
June 30, 1993, on our audits of the consolidated financial statements and the
consolidated financial statement schedules of Carpenter Technology Corporation
as of June 30, 1993 and 1992 and for each of the three years in the period
ended June 30, 1993.
Coopers & Lybrand
Philadelphia, Pennsylvania
June 3, 1994
<PAGE> 1
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Robert W.
Cardy, G. Walton Cottrell and John R. Welty, and each of them, with full power
to act without the others, as the true and lawful attorney-in-fact and agent of
the undersigned, with full and several power of substitution, to sign a
registration statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering the offering of shares of Common Stock
of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") under the terms and
conditions of the Stock-Based Incentive Compensation Plan for Officers and Key
Employees established by the Corporation; to sign any and all amendments
(including post- effective amendments) to such registration statement or
statements; and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
granting to such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act requisite and necessary to be
done in connection therewith, as fully as the undersigned might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 9th day of December, 1993.
s/ [each person listed in Reg. Statement]
-----------------------------------------
