As filed with the Securities and Exchange Commission on November 25, 1997
File No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(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
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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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Common Stock, 293,000
par value shares (2) $47.00 $13,771,000 $4173.03
$5 per share
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(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 $47.0625 and $46.9375, respectively, as
reported on the New York Stock Exchange-Composite Transactions Tape on
November 19, 1997.
(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.
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PRIOR REGISTRATION STATEMENT
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This registration statement is filed with the Securities
and Exchange Commission (the "Commission") for the purpose of
registering additional shares of Common Stock ("Stock") of the
registrant in connection with its Stock Based Compensation Plan for
Non-Employee Directors (the "Plan"). A registration statement on
Form S-8, File No. 33-42536 (the "Prior Registration Statement")
was filed in August, 1991 in respect of shares of Stock to be
offered pursuant to the version of the Plan then in effect (known
as the "1990 Non-Qualified Stock Option Plan for Non-Employee
Directors") and is currently effective. The contents of the Prior
Registration Statement, to the extent not otherwise amended or
superseded by the contents hereof, are incorporated herein by
reference.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
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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
herein by reference:
(a) Annual Report on Form 10-K for the year ended June
30, 1997;
(b) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 and all other reports filed
pursuant to Section 13(a) of the Exchange Act since
June 30, 1997; 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.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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The contents of Item 6 of the Prior Registration
Statement are hereby incorporated by reference herein.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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Reference is made to the Exhibit Index which appears at
page 7 of this Registration Statement for a detailed list of the
exhibits filed as a part hereof.
Item 9. Undertakings.
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The contents of Item 9 of the Prior Registration
Statement are hereby incorporated by reference herein.
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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 November 25, 1997.
CARPENTER TECHNOLOGY CORPORATION
By: S/Robert W. Cardy
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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
November 25, 1997.
Signature Title
--------- -----
S/Robert W. Cardy
- ----------------------------- Chairman of the Board, President
Robert W. Cardy & Chief Executive Officer
S/G. Walton Cottrell
- ----------------------------- Senior Vice President-Finance
G. Walton Cottrell & Chief Financial Officer
S/Edward B. Bruno
- ----------------------------- Controller
Edward B. Bruno
*Marcus C. Bennett Director
*William S. Dietrich II Director
*C. McCollister Evarts Director
*J. Michael Fitzpatrick Director
*William J. Hudson, Jr. Director
*Edward W. Kay Director
*Robert J. Lawless Director
*Marlin Miller, Jr. Director
*Peter C. Rossin Director
*Kathryn C. Turner Director
*Kenneth L. Wolfe Director
S/John R. Welty
*By: ----------------------------
John R. Welty,
Attorney-in-Fact, Pursuant
to Power of Attorney
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EXHIBIT INDEX
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Sequential
Numbering
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- ----------
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 --
December 5, 1996 (incorporated by
reference to Exhibit 3 to
registrant's Quarterly Report on
Form 10-Q for three month period
ended December 31, 1996, 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 as amended
effective April 23, 1996
(incorporated by reference to
Exhibit 1 to registrant's Current
Report on Form 8-K dated April 23,
1996, filed under Securities
Exchange Act of 1934, as amended).
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Sequential
Numbering
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- ----------
5.01 Opinion of John R. Welty, Esq., as 9
to legality of securities being
registered.
23.01 Consent of Coopers & Lybrand L.L.P. 10
to incorporation by reference of
their report dated July 28, 1997
with respect to the consolidated
financial statements and related
schedule of registrant and
subsidiaries at June 30, 1997 and
June 30, 1996 and for each of the
three years in the period ended
June 30, 1997.
23.02 Consent of John R. Welty, Esq. 9
(contained in opinion filed as
Exhibit 5.01 to this registration
statement).
24.01 Powers of Attorney executed by 11
certain directors of registrant,
authorizing execution of
Registration Statement on each such
director's respective behalf by
persons designated therein.
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November 25, 1997
Carpenter Technology Corporation
101 West Bern Street
Reading, PA 19601
Re: Non-Qualified Stock Option
Plan for Non-Employee Directors:
Form S-8 Registration Statement
--------------------------------
Gentlemen:
I have acted as 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 293,000 shares (the "Shares") of Common
Stock, par value $5 per share, to be offered pursuant to the Corporation's
Stock Based Compensation Plan for Non-Employee Directors (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.
I, or others under my direction, have examined the Plan and such corporate
records and other documents and matters as I have considered appropriate to
enable me to give this opinion.
Based on the foregoing, it is my 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.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
S/John R. Welty
JOHN R. WELTY
Vice President,
General Counsel and Secretary
JRW:cas
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our reports dated July 28, 1997, on our
audits of the consolidated financial statements and the
consolidated financial statement schedule of Carpenter Technology
Corporation and subsidiaries as of June 30, 1997 and 1996 and for
each of the three years in the period ended June 30, 1997.
S/Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P
Philadelphia, Pennsylvania
November 25, 1997
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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 293,000 shares of Common
Stock of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") in
conjunction with amendment and restatement of the Corporation's
Non-Qualified Stock Option Plan for Non-Employee Directors to
establish the Carpenter Technology Corporation Stock Based
Compensation Plan for Non-Employee Directors; 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 11th day of November, 1997.
s/ Those persons listed as directors on the signature page hereof
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