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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 I.R.S. Employer
incorporation or organization Identification No.
100 First Stamford Place, Stamford, CT 06902
Address of Principal Executive Offices (zip code)
1,000,000 Additional Shares Issuable Under
The CRANE CO. STOCK OPTION PLAN
Full title of the plan
Paul R. Hundt, Secretary
Crane Co., 100 First Stamford Place, Stamford, CT. 06902
Name and address of agent for service
203-363-7300
Telephone number of agent for service
COPY TO:
Thomas J. Ungerland, Esq., Assistant Secretary
Crane Co., 100 First Stamford Place, Stamford, CT 06902
CALCULATION OF REGISTRATION FEE
_____________________________________________________________
Title of Amount to Proposed Proposed Amount of
Securities be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share
- -------------------------------------------------------------
Common Share 1,000,000 $35.25 $35,250,000 $12,155.18
par value (1) (2) (2)
per share
_____________________________________________________________
(1) Such additional indeterminable amount of Common Shares is
hereby registered as may be required by reason of the
antidilution provisions of the Stock Option Plan.
(2) Pursuant to Rule 457(c) of the General Rules and
Regulations under the Securities Act of 1933 (the "Rules"),
the registration fee is calculated on the basis of the
average of the high and low prices as reported on the New
York Stock Exchange-Consolidated Trading on May 12, 1995.
(3) Pursuant to Rule 429 of the Rules, the prospectus materials
to be utilized in connection with the offering of
securities under this Registration Statement will also be
used in connection with the offering of securities of the
registrant registered under Registration Statements on Form
S-8 having File Nos. 2-90800, 33-18251, and 33-44688.
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Incorporation of Prior Registration Statement by Reference.
The contents of Registration Statements on Form S-8 File Nos. 2-
90800, 33-18251 and 33-44688 are incorporated herein by
reference.
Exhibits
4. (a) The Crane Co. Stock Option Plan as amended.
(b) The Form of Agreement under the Crane Co. Stock Option
Plan as amended.
5. Opinion and Consent of Paul R. Hundt, Esq., General Counsel
& Secretary of the registrant.
23. Consent of Deloitte & Touche LLP.
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Additional Undertaking
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 of 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 Stamford, State of Connecticut on the 17th day of
May, 1995.
CRANE CO.
BY /S/R. S. Evans
R. S. Evans
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Paul R. Hundt
and Thomas J. Ungerland, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of
substitution and revocation for him or her and in his or her
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 other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and
confirming all that said 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 hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
/S/R. S. Evans Chairman of the Board
R. S. Evans Principal Executive
Officer and Director May 17, 1995
/S/D. S. Smith Vice President
D. S. Smith Principal Financial
Officer May 17, 1995
/S/M. L. Raithel Controller Principal
M. L. Raithel Accounting Officer May 17, 1995
/S/M. Anathan,III Director May 8, 1995
M. Anathan, III
Director May 8, 1995
E. T. Bigelow, Jr.
/S/R. S. Forte' Director May 8, 1995
R. S. Forte'
/S/D. R. Gardner Director May 8, 1995
D. R. Gardner
/S/J. Gaulin Director May 8, 1995
J. Gaulin
/S/D. C. Minton Director May 8, 1995
D. C. Minton
/S/C. J. Queenan,Jr. Director May 8, 1995
C. J. Queenan, Jr.
/S/B. Yavitz Director May 8, 1995
B. Yavitz
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Exhibit 4(a)
THE CRANE CO. STOCK OPTION PLAN
(as of 2/27/95)
1. Full power and authority to construe, interpret and
administer this Plan shall be vested in the Organization and
Compensation Committee of the Board of Directors of Crane Co.
("Committee"), which shall consist of not less than three non-
employee Directors appointed by the Board of Directors; provided,
however, if any member of the Committee does not meet the
qualifications for an "outside director" established from time to
time by Section 162(m) of the Internal Revenue Code and any
proposed or future regulations thereunder ("Section 162(m)"), the
remaining members of the Committee (but not less than two) shall
administer the Plan. No member of the Committee shall be
eligible to receive stock options. Decisions of the Committee
shall be final, conclusive and binding upon all parties including
the Company, the shareholders and the employees.
2. The stock which may be issued and sold under this Plan will
be common shares of Crane Co., a Delaware corporation (herein
called the "Company"), of a total number not exceeding 500,000
shares (hereinafter the "stock," "Common Shares," "Common Stock"
or "shares") together with an additional 750,000 Common Shares of
the Company authorized by the 1987 Amendment to this Plan,
together with an additional 1,000,000 common shares authorized by
the 1991 Amendment to this Plan, together with an additional
1,000,000 common shares authorized by the 1995 amendments to this
Plan which may be either authorized and unissued shares or issued
shares reacquired by the Company. The Committee may in its
discretion, from time to time, grant options to purchase stock to
persons who are key employees of the Company or any subsidiary in
which the Company owns directly or indirectly a majority of the
voting stock. The term "key employees" shall mean officers as
well as other employees (including officers and other employees
who are also directors of the Company or of any subsidiary)
determined to be such by the Committee in its discretion upon the
recommendation of management, but shall not include any employee
who, after the grant of such option, owns more than 10% of the
combined voting power of all classes of stock of the Company or
any subsidiary. The maximum number of shares for which options
may be granted under the Plan to any single individual in any
year shall not exceed 200,000 shares. Options under the Plan may
be incentive stock options ("Incentive Stock Options") within the
meaning of Section 422 of the Internal Revenue Code of 1986 as
the same may be amended from time to time (the "Code"), or non-
qualified stock options. Except as provided in paragraph 5, any
shares subjected to an option under the Plan which, for any
reason, expire or are terminated without having been exercised,
shall continue to be available for future options under the Plan.
Options granted hereunder shall be evidenced by agreements in
such form as the Committee shall approve, which agreements shall
comply with and be subject to the terms and conditions of this
Plan.
3. The price per share of options granted hereunder shall in no
instance be less than 100% of the fair market value of the stock
on the date options are granted. Fair market value as of any day
shall, for all purposes in this Plan, be determined by the
average of the high and low prices of the stock on the New York
Stock Exchange-Consolidated Trading on that day, or if no sale of
stock has been recorded on such day, then on the next preceding
day on which a sale was so made ("Fair Market Value"). In the
event that there is an increase in the number of issued common
shares of the Company by reason of stock dividends or stock
split-ups, the total number of shares which may be optioned and
the number of shares remaining subject to purchase under each
outstanding option shall be increased and the price per share in
such outstanding options shall be decreased, in proportion to
such increase in issued shares. Conversely, in case the issued
common shares of the Company shall be combined into a smaller
number of shares, the total number of shares which may be
optioned and the number of shares remaining subject to purchase
under each outstanding option shall be decreased and the price
per share in such outstanding options shall be increased, in
proportion to such decrease in issued shares. In the event of
any merger, consolidation, reorganization or liquidation in part
or in whole, the Committee may make such adjustment in the shares
which may be optioned and the shares previously optioned and the
price thereof as the Committee in its reasonable discretion,
deems appropriate. In the event of an exchange of shares, or
other securities of the Company convertible into common shares,
for the stock or securities of another corporation, the Committee
may, in the exercise of its discretion, equitably substitute such
new stock or securities for a portion or all of the option
shares.
4. Each option granted under this Plan shall be exercisable in
whole or in part (in lots of ten shares or any multiple thereof)
from time to time beginning from the date the option is granted,
subject to the provision that an option may not be exercised by
the optionee, except as provided in paragraphs 7 and 9 hereof,
(a) more than three months after the termination of his
employment by the Company or a subsidiary, or (b) more than ten
years from the date the option is granted, whichever period is
shorter, or (c) prior to the expiration of one year from the date
the option is granted, and provided further that options may not
be exercised in excess of 50% of the total shares optioned to him
during the second year after the date of grant, 75% during the
third year, and 100% thereafter. The purchase price of the
shares purchased upon the exercise of an Option shall be paid in
full at the time of exercise in cash or in whole or in part with
Common Shares. The value of each share delivered in payment of
all or part of the purchase price upon the exercise of an Option
shall be the Fair Market Value of a Common Share on the date the
Option is exercised.
5. The Committee, upon such terms and conditions as it shall
deem appropriate, may (but shall not be obligated to) authorize
on behalf of the Company the acceptance of the surrender of the
right to exercise an Option or a portion thereof (but only to the
extent and in the amounts that such Option shall then be
exercisable) and the payment by the Company therefor of an amount
equal to the excess of the Fair Market Value on the date of
surrender of the Shares covered by such Option or portion thereof
over the option price of such Shares. Such payment shall be made
in Common Shares (valued at such Fair Market Value), or in cash,
or partly in cash and partly in Common Shares, as the Committee
shall determine. The Common Shares covered by any Option or
portion thereof, as to which the right to exercise shall have
been so surrendered, shall not again be available for the
purposes of the Plan.
6. Each option granted under the plan to an employee shall not
be transferable by him otherwise than by will or the laws of
descent and distribution, and shall be exercisable, during his
lifetime, only by him.
7. If an optionee shall retire or if he shall cease to be
employed by the Company or by a subsidiary by reason of permanent
disability or after a change in control as defined in paragraph 8
hereof, such optionee may exercise such Option in whole or in
part, and/or the Committee may authorize the acceptance of the
surrender of the right to exercise such Option or any portion
thereof as provided in paragraph 5 hereof, at any time within
three months after such retirement, termination by reason of
permanent disability, or termination after a change in control,
but not after the expiration of the term of the Option.
8. For purposes of this Plan, the term "change in control"
shall mean (i) the first purchase of shares pursuant to a tender
offer or exchange (other than a tender offer or exchange by the
Company) for all or part of the Company's Common Stock or any
securities convertible into such Common Stock, (ii) the receipt
by the Company of a Schedule 13D or other advice indicating that
a person is the "beneficial owner" (as that term is defined in
Rule 13d-3 under the Securities Exchange Act of 1934) of 20% or
more of the Company's Common Stock calculated as provided in
paragraph (d) of said Rule 13d-3, (iii) the date of approval by
stockholders of the Company of an agreement providing for any
consolidation or merger of the Company in which the Company will
not be the continuing or surviving corporation or pursuant to
which shares of Common Stock of the Company would be converted
into cash, securities or other property, other than a merger of
the Company in which the holders of Common Stock of the Company
immediately prior to the merger would have the same proportion of
ownership of common stock of the surviving corporation
immediately after the merger, (iv) the date of the approval by
stockholders of the Company of any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions)
of all or substantially all the assets of the Company or (v) the
adoption of any plan or proposal for the liquidation (but not a
partial liquidation) or dissolution of the Company.
9. If an optionee shall die while employed by the Company or by
a subsidiary or within three months of the cessation or
termination of such employment, all options theretofore granted
to him may be exercised in whole or in part, and/or the Committee
may authorize the acceptance of the surrender of the right to
exercise such option or any portion thereof as provided in
Paragraph 5 hereof, by the estate of such optionee (or by a
person who shall have acquired the right to exercise such option
by bequest or inheritance), at any time within one year after the
death of such optionee but only to the extent the optionee was
entitled to exercise the option on the date of his death, and not
after the expiration of the term of the option.
10. Neither the adoption of the Plan by the Board nor the
submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the
power of the Board to adopt such other incentive arrangements as
it may deem desirable, and such arrangements may be either
applicable generally or only in specific cases.
11. Incentive Stock Options shall be subject to the following
provisions:
(i) With respect to each Incentive Stock Option granted prior to
February 1, 1987, to the extent required by Section 422 of the
Code and the rules and regulations of the Internal Revenue
Service (a) each such option (x) shall not be exercisable or
surrenderable by the employee to whom it was granted while there
is outstanding any other Incentive Stock Option (including any
option or portion thereof that the Committee elects to treat as
an Incentive Stock Option) that was previously granted to such
employee by the Company or a subsidiary (determined at the time
of granting of such option) or a predecessor of any of such
corporations and (y) shall be surrenderable only when the Fair
Market Value of the Common Stock which may be purchased upon
exercise of the Incentive Stock Option exceeds the option price
(an Incentive Stock Option shall be treated as outstanding for
the purpose of clause (x) above until it is exercised or
surrendered in full or has expired by reason of lapse of time);
(b) The aggregate Fair Market Value (determined as of the time
each Incentive Stock Option is granted) of the Common Stock for
which any employee may be granted Incentive Stock Options in any
calendar year (under all plans of the Company and its
subsidiaries which provide for the granting of Incentive Stock
Options) shall not exceed $100,000 plus any unused limit
carryover to such year, determined in accordance with Section 422
of the Code.
(ii) Incentive stock options granted after the effective date of
the 1987 amendment to the 1984 plan ("1987 Incentive Options")
may be granted without limitation as to amount or market value
provided however that the aggregate Fair Market Value of shares
of Common Stock with respect to which options are exercisable for
the first time during any calendar year as determined as of the
date of grant may not exceed $100,000. Any material variations
or ambiguities between this Plan and said Code and the rules and
regulations shall be resolved in favor of the latter.
(iii) If Section 422 of the Code is amended or the rules and
regulations thereunder are changed, the Committee may, subject to
the provisions of Paragraph 13, revise the terms of the Incentive
Stock Options previously granted or thereafter granted to comply
with or to the extent permitted by such amendments or changes.
Provided, however, it is intended that this Plan fulfills and
shall fulfill at all times, the requirements of Section 422A of
the Internal Revenue Code of 1986, or subsequent amendments
thereto and the rules and regulations promulgated thereunder, as
the same relate to Incentive Stock Options.
12. The obligation of the Company to sell and deliver shares
under the options shall be subject to, as deemed necessary or
appropriate by counsel for the Company, (i) all applicable laws,
rules and regulations and such approvals by any governmental
agencies as may be required, including, without limitation, the
effectiveness of a registration statement under the Securities
Act of 1933, and (ii) the condition that such shares shall have
been duly listed on such stock exchanges as the Company's Common
Shares are then listed.
13. The Plan may be abandoned or terminated at any time by the
Board of Directors except with respect to any options then
outstanding under the Plan, and any option granted under this
Plan may be terminated at any time by the optionee. The Board of
Directors may make such changes in and additions to the Plan as
it may deem proper and in the best interest of the Company,
provided, however, that no such action shall impair any option
theretofore granted under the Plan, and provided further that (1)
the total number of shares for which options may be granted under
this Plan shall not be increased, and (2) the minimum purchase
price shall not be changed. Notwithstanding the foregoing, the
Board of Directors may amend or revise this Plan to comply with
applicable laws or governmental regulations. In no event shall
any option be granted under the Plan after May 1, 1999.
14. Anything in this Plan to the contrary notwithstanding, it is
expressly agreed and understood that if any one or more
provisions of the Plan shall be illegal or invalid such
illegality or invalidity shall not invalidate the Plan or any
other provisions thereof, but the Plan shall be effective in all
respects as though the illegal or invalid provisions had not been
included.
15. This Plan, as amended by the 1995 amendment thereto, shall
be subject to ratification and approval by the Company's
shareholders, not later than at the next annual meeting of
shareholders, by the affirmative vote of the holders of a
majority of the Company's stock outstanding and entitled to vote.
16. The Company shall have the right to require an Optionee to
pay to the Company the cash amount of any taxes which the Company
is required to withhold upon the exercise of an option granted
hereunder, provided that anything contained herein to the
contrary notwithstanding, the Committee may, in accordance with
such rules as it may adopt, accept Common Stock received in
connection with the exercise of the option being taxed or
otherwise previously acquired in satisfaction of any withholding
requirements or up to the entire tax liability arising from the
exercise of such option.
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Exhibit 4(b)
Date
1~
Dear 2~:
I am pleased to advise you that the Organization and
Compensation Committee of the Board of Directors of Crane Co., on
, pursuant to the Company's Stock Option Plan, has
awarded a non-qualified stock option to you for the purchase of
3~ shares of common stock of Crane Co. at $ per share. The
terms and conditions of the grant are set forth in Annex A
attached hereto which is incorporated herein by reference.
Please sign and return the enclosed duplicate of this
letter, which, when received will constitute a binding option
agreement at the price and for the number of shares set forth in
this letter and subject to the terms and conditions set forth in
Annex A hereto.
Very truly yours,
R. S. Evans
Chairman and
Chief Executive
Officer
ACCEPTED AND AGREED TO:
4~
Date:
Enclosures
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"ANNEX A"
STOCK OPTION AGREEMENT PURSUANT TO THE
CRANE CO. STOCK OPTION PLAN
1. GRANT OF OPTION
The Company hereby grants to the recipient of the letter of
the Chairman and/or Secretary of the Company ("Letter") to which
this Annex A is attached ("Employee"), and the Employee accepts,
an option (the "Option") to purchase from the Company, the number
of Crane Co. Common Shares at the option price set forth in the
Letter. The Letter and Annex A together constitute the stock
option agreement between the parties (the "Agreement"). The
Option is hereby designated as a non-qualified stock option under
Section 422 of the Internal Revenue Code of 1986 as amended.
2. EXERCISE OF OPTION
The Option shall be exercisable in whole or in part (in lots
of ten shares or any multiple thereof) from time to time
beginning from the date hereof, subject to the provision that an
Option may not be exercised by the Employee, except as provided
in paragraphs 4 and 5 hereof, (a) more than three months after
the termination of his employment by the Company or a subsidiary
(and then only to the extent the Employee was entitled to
exercise the Option on the date of termination), or (b) more than
ten years from the date the option is granted, whichever period
is shorter, or (c) prior to the expiration of one year from date
the option is granted, and provided further that the Option may
not be exercised in excess of 50% of the total shares optioned to
him during the second year after the date of grant, 75% during
the third year and 100% thereafter.
3. FORM OF EXERCISE
The purchase price of the shares purchased upon the exercise
of the Option shall be paid in full at the time of exercise in
cash or in whole or in part with Common Shares; provided,
however, that if shares acquired pursuant to this Option or any
other option granted under the Crane Co. Stock Option Plan are
utilized to pay such purchase price, such shares must have been
acquired by the Employee more than six months prior to the
exercise of this Option (or held for such other period of time as
the Organization and Compensation Committee of the Board of
Directors of the Company (the "Committee") may establish). The
value of each share delivered in payment of all or part of the
purchase price upon the exercise of the Option shall be the Fair
Market Value of a Common Share on the date the Option is
exercised. The Committee, upon such terms and conditions as it
shall deem appropriate, may (but shall not be obligated to)
authorize the acceptance of the surrender of the right to
exercise the Option or a portion thereof (but only to the extent
and in the amounts that the Option shall then be exercisable) and
payment by the Company of an amount equal to the excess of the
Fair Market Value on the date of surrender of the Shares covered
by such Option, or portion thereof, over the option price of such
shares. Such payment shall be made in Common Shares (valued at
such Fair Market Value), or in cash, or partly in cash and partly
in Common Shares, as the Committee shall determine. For the
purposes of this Agreement, the term "Fair Market Value" shall
mean the average of the highest and lowest prices of such Common
Shares on the New York Stock Exchange on the date an option is
exercised or surrendered as hereinabove provided for. If no sale
of such Common Shares has been recorded on that date, then the
"average market price" shall mean the average of the highest and
lowest prices of such Common Shares on the New York Stock
Exchange on the next preceding date on which a sale was made.
4. ASSIGNMENT AND TRANSFER
The Option shall not be transferable by the Employee
otherwise than by will or the laws of descent and distribution,
and shall be exercisable, during his lifetime, only by him.
If the Employee shall retire upon or after his "Normal
Retirement Date" as defined in Crane Co.'s Pension Plan for Non-
Bargaining Employees, (however, if the Employee requests early
retirement, the Committee may in its sole discretion determine to
consider such early retirement as satisfying this condition) or
if he shall cease to be employed by the Company or by a
subsidiary by reason of permanent disability or after a Change In
Control (as defined in this paragraph) the Employee may exercise
this Option in whole or in part, and/or the Committee may
authorize the acceptance of the surrender of the right to
exercise this Option or any portion thereof as provided in
paragraph 3 hereof, at any time within three months after such
retirement, termination by reason of permanent disability, or
termination after a Change In Control, but not after the
expiration of the term of this Option.
For purposes of this Agreement, the term "Change In Control"
shall mean (i) the first purchase of shares pursuant to a tender
offer or exchange (other than a tender offer or exchange by the
Company) for all or part of the Company's Common Stock or any
securities convertible into such Common Stock, (ii) the receipt
by the Company of a Schedule 13D or other advice indicating that
a person is the "beneficial owner" (as that term is defined in
Rule 13d-3 under the Securities Exchange Act of 1934) of 20% or
more of the Company's Common Stock calculated as provided in
paragraph (d) of said Rule 13d-3, (iii) the date of approval by
Stockholders of the Company of an agreement providing for any
consolidation or merger of the Company in which the Company will
not be the continuing or surviving corporation or pursuant to
which shares of Common Stock of the Company would be converted
into cash, securities or other property, other than a merger of
the Company in which the holders of the Common Stock of the
Company immediately prior to the merger would have the same
proportion of ownership of common stock of the surviving
corporation immediately after the merger, (iv) the date of the
approval by stockholders of the Company of any sale, lease,
exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all the assets of
the Company or (v) the adoption of any plan or proposal for the
liquidation (but not a partial liquidation) or dissolution of the
Company.
5. DEATH
If Employee shall die while employed by the Company or a
subsidiary or within three months of the cessation or termination
of such employment, all options theretofore granted to him may be
exercised in whole or in part, and/or the Committee may authorize
the acceptance of the surrender of the right to exercise such
Option or any portion thereof as provided in Paragraph 3 hereof,
by the estate of such Employee (or by a person who shall have
acquired the right to exercise such option by bequest or
inheritance), at any time within one year after the death of such
Employee but only to the extent the Employee was entitled to
exercise the option on the date of his death, and not after the
expiration of the term of the Option.
6. DELIVERY OF STOCK CERTIFICATES
The obligation of the Company to sell and deliver shares
under this Option shall be subject to, as deemed necessary or
appropriate by counsel for the Company, (i) all applicable laws,
rules and regulations and such approvals by any governmental
agencies as may be required, including, without limitation, the
effectiveness of a Registration Statement under the Securities
Act of 1933, and (ii) the condition that such shares shall have
been duly listed on such stock exchanges as the Company's Common
Shares are then listed.
7. ALIENATION OF OPTION
In no event shall the Option or the rights appurtenant
thereto be subject to execution, attachment or similar process.
Any attempt by the Employee to assign, pledge, hypothecate or
otherwise dispose of the Option or of any right or privilege
conferred hereby contrary to the provisions of this Agreement,
shall be null and void, and the Company shall have the right, at
its option, to declare this Agreement and the rights and
privileges hereby conferred immediately terminated.
8. ADJUSTMENT OF OPTION
In the event that there is an increase in the number of
issued Common Shares of the Company by reason of stock dividends
or stock split-ups, the total number of shares subject to
purchase under this Option shall be increased and the price per
share shall be decreased, in proportion to such increase in
issued shares. Conversely, in case the issued Common Shares of
the Company shall be combined into a smaller number of shares,
the total number of shares remaining subject to purchase under
this Option shall be decreased and the price per share in such
outstanding Options shall be increased, in proportion to such
decrease in issued shares. In the event of any merger,
consolidation, reorganization or liquidation in part or in whole,
the Committee may make such adjustment in the number of shares
subject to this Option and the price thereof as the Committee, in
its reasonable discretion, deems appropriate. In the event of an
exchange of shares, or other securities of the Company
convertible into Common Shares, for the stock or securities of
another corporation, the Committee may, in the exercise of its
discretion, equitably substitute such new stock or securities for
a portion or all of the shares then subject to this Option.
9. TAX REGULARITY
It is agreed and intended that this Agreement fulfills and
shall fulfill at all times, the requirements of Section 422 of
the Internal Revenue Code of 1986, as amended, and the
Regulations promulgated thereunder, as the same relate to non-
qualified stock options or to Incentive Stock Options, as the
case may be. Any material variances or ambiguities between this
Agreement and the said Code and Regulations shall be resolved in
favor of the latter.
10. NOTICES
Except as otherwise expressly set forth in this Agreement,
any notice required to be given to the Employee shall be sent to
the address of the Employee as the same appears on the records of
the Company, or at such other address as the Employee may
hereafter designate in writing, and all notices required to be
given to the Company shall be addressed to the Secretary of the
Company at the address set forth in the Letter. Any such notice
shall be deemed to be duly given if and when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid,
registered and deposited, postage and registry fee prepaid, in a
post office or branch post office regularly maintained by the
United States.
11. WITHHOLDING TAXES
The Employee shall pay to the Company in cash the amount of
any taxes which the Company is required to withhold upon the
exercise of the option granted hereunder, provided that the
Company may, in accordance with such rules as the Organization
and Compensation Committee of the Board of Directors of the
Company may from time to time adopt, accept Common Stock received
in connection with the exercise of the option being taxed, or
otherwise previously acquired in satisfaction of such withholding
requirements or up to the entire tax liability arising from the
exercise of such option.
<PAGE>
<PAGE>
Exhibit 5
May 16, 1995
Crane Co.
100 First Stamford Place
Stamford, CT 06902
Gentlemen:
Reference is made to the Registration Statement on
Form S-8, to be filed contemporaneously herewith under the
Securities Act of 1933 by Crane Co. (the "Registrant") relating
to 1,000,000 additional shares issuable under the Registrant's
Stock Option Plan (the "Plan") formerly known as the 1984 Amended
Stock Option Plan covering options to be granted and Common
Shares to be issued upon exercise of outstanding options.
In connection with the said filing, the undersigned has examined
copies of the following:
1. The Certificate of Incorporation of the Registrant and all
amendments thereto as in existence and as filed with the
Secretary of State of the State of Delaware.
2. The Bylaws of the Registrant.
3. The Minutes of meetings of the Board of Directors and of the
Shareholders of the Registrant adopting and ratifying the Plan,
and amendments thereto.
4. The Stock Option Plan.
5. Registration Statements on Form S-8 Nos. 2-90800,
33-18251 and 33-44688.
6. The Registration Statement to which this Document is an
exhibit.
7. The proceedings of the 1995 Annual Meeting of shareholders
wherein and whereby the shareholders of Crane Co. approved a
proposal to approve the registrant's Stock Option Plan as amended
to make an additional 1,000,000 Shares of Common Stock available
for grant and to comply with Section 162(m) of the Internal
Revenue Code.
Based on the foregoing documents and upon examination of such
other records, documents and matters of law as deemed necessary,
the undersigned is of the opinion that:
1. The Registrant is a corporation duly organized and validly
existing under the laws of the State of Delaware.
2. The 1,000,000 additional Common Shares authorized for
issuance upon exercise of outstanding options granted under the
Plan have been duly authorized for issuance by the Registrant in
accordance with the terms and conditions of the Plan, and such
Shares when so issued against payment therefor, will be validly
issued, fully paid and non-assessable.
3. Pursuant to Rule 429 of the Regulations promulgated under
the Securities Act of 1933, the prospectus material to be used in
connection with the subject Registration Statement may also be
used in connection with the offering of securities issuable under
options previously granted and options remaining available for
grant under Registration Statements on Form S-8,Nos. 2-90800, 33-
18251, and 33-44688.
4. In giving the opinion set forth above, it has been assumed
that the certificates for shares when issued will have been duly
executed on behalf of the Company and will have been
countersigned by the transfer agent and registered by the
Registrar prior to their issuance.
The undersigned beneficially owns 152,315 shares of the
registrant's common stock and holds options for 111,090 shares
under the Plan. The undersigned hereby consents to the filing of
this opinion as an exhibit to the Registration Statement and to
the use of the undersigned's name therein under the caption
"Legal Opinion" and in any prospectus materials to be used in
connection therewith.
Very truly yours,
/S/ Paul R. Hundt
Paul R. Hundt
Vice President, General
& Secretary
<PAGE>
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Crane Co. on Form S-8 of our reports dated
January 23, 1995, appearing in and incorporated by reference in
the Annual Report on Form 10-K of Crane Co. for the year ended
December 31, 1994.
/S/Deloitte & Touche LLP
Stamford, Connecticut
May 17, 1995
