As filed with the Securities and Exchange Commission on December 15, 1995
File No.
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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)
CERTECH, INC.
SAVINGS PLAN
(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
__________________________________________________________________________
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)
__________________________________________________________________________
Common Stock, 50,000
par value shares (2) $2,056,250 $2,081,250 $714
$5 per share
__________________________________________________________________________
(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 $41.125 and $41.625, respectively, as
reported on the New York Stock Exchange-Composite Transactions Tape on
December 11, 1995.
(2) Also registered hereby are such additional indeterminate number of
shares of Common Stock of Carpenter Technology Corporation 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.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
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Item 3. Incorporation of Documents by Reference.
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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, 1995;
(b) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995 and all other reports filed
pursuant to Section 13(a) of the Exchange Act since
June 30, 1995; 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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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
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.
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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 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 canceled 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.
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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 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.
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Not applicable.
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Item 8. Exhibits.
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Reference is made to the Exhibit Index which appears at
page 11 of this Registration Statement for a detailed list of the
exhibits filed as a part hereof.
In lieu of an opinion of counsel concerning compliance
with the requirements of ERISA and in lieu of a determination
letter from the Internal Revenue Service ( IRS ) stating that the
Plan is qualified under Section 401 of the Internal Revenue Code of
1986, as amended, the Registrant hereby undertakes to submit the
Plan and any amendment thereto to the IRS in a timely manner and to
make all changes required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
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(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
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.
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(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
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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 December __, 1995.
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
December __, 1995.
Signature Title
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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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*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
*Kathryn C. Turner Director
*Kenneth L. Wolfe Director
*By: s/ John R. Welty
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John R. Welty,
Attorney-in-Fact, Pursuant
to Power of Attorney
<PAGE>
EXHIBIT INDEX
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Sequential
Numbering
Exhibit No. Description of Exhibit Page No.
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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 on --
October 24, 1994 (incorporated by
reference to Exhibit 3 to
registrant's Quarterly Report on
Form 10-Q for three month period
ended December 31, 1994, 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).
23.01 Consent of Coopers & Lybrand to 13
incorporation of their report dated
July 27 and August 10, 1995 with
respect to consolidated financial
statements and related schedules of
registrant and subsidiaries at June
30, 1995 and June 30, 1994 and for
each of the three years in the
period ended June 30, 1995.
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Sequential
Numbering
Exhibit No. Description of Exhibit Page No.
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24.01 Powers of Attorney executed by 14
certain directors of registrant,
authorizing execution of
Registration Statement on each such
director's respective behalf by
persons designated therein.
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COOPERS Coopers & Lybrand L.L.P.
& LYBRAND
a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our reports dated July 27, 1995, except for
Note 17, as to which the date is August 10, 1995, on our audits
of the consolidated financial statements and the consolidated
financial statement schedules of Carpenter Technology Corporation
and subsidiaries as of June 30, 1995 and 1994 and for each of the
three years in the period ended June 30, 1995.
S/Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
December 14, 1995
<PAGE>
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 Certech, Inc. Savings Plan
sponsored by Certech, Inc. and in which Certech Incorporated will
be a participating employer; 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 7th day of December, 1995.
s/ Those persons listed as directors on the signature page hereof
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