s842098stockoption
<PAGE>
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, including zip
code
CRANE CO. 1998 STOCK OPTION PLAN
Full title of the plan
Augustus I. duPont,
Vice President, General Counsel and 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
CALCULATION OF REGISTRATION FEE
_______________________________________________________
____
Proposed Proposed
Title of Maximum Maximum
Securitie Amount to Offering Aggregate Amount of
s to be be Price Offering Registratio
Registere Registere per Price n Fee (2)
d d (1) Share
(2)
Common 2,500,000 $51.53 $128,825,00 $38,000
Stock Par shares 0
Value
$1.00 Per
Share
_______________________________________________________
__________
(1) Such additional indeterminable number of
shares of Common Stock are hereby registered as may be
required by reason of the antidilution provisions of
the Crane Co. 1998 Stock Option Plan. The shares of
Common Stock offered by the resale Prospectus included
in this Registration Statement also include 2,000,000
shares registered under Registration Statements
No. 33-44688 filed on December 20, 1991 and No. 33-
59389 filed on May 17, 1995 and included in such
Prospectus under Rule 429.
<PAGE>
(2) Pursuant to Rule 457(c) and (h) of 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-Composite Transactions Tape on
April 13, 1998. Aggregate registration fees of $18,835
were paid in connection with the shares of Common Stock
registered under Registration Statements No. 33-44688
and No. 33-59389.
The Prospectus that is being filed with this
Registration Statement has been prepared in accordance
with the requirements of General Instruction C to Form
S-8 and Part I for Form S-3, and may be used for re-
offerings of Common Stock acquired by persons named
therein pursuant to the Crane Co. Stock Option Plan or
the Crane Co. 1998 Stock Option Plan. Pursuant to Rule
429 of the Securities Act of 1933, the prospectuses
covering securities registered pursuant to this
Registration Statement also relate to the shares of the
Company's Common Stock covered by Registration
Statements No. 33-44688 and No. 33-59389.
<PAGE>_________________________________________________
__________
PROSPECTUS
_______________________________________________________
_______
1,406,341 SHARES
CRANE CO.
Common Stock
Par Value $1.00 Per Share
This Prospectus covers a total of 1,406,341 shares
(the "Shares") of the Common Stock, par value $1.00 per
share (the "Common Stock"), of Crane Co. (the
"Company") which may be sold from time to time by or
for the account of nine persons (collectively, the
"Selling Shareholders") who acquired the Shares
pursuant to awards under the Crane Co. Stock Option
Plan or the Crane Co. 1998 Stock Option Plan
(collectively the "Stock Option Plans").
The Shares may be sold pursuant to this Prospectus
from time to time after the date hereof. Sales will be
made at prices and on terms determined at the time of
sale, to purchasers directly or by or through brokers,
dealers, underwriters or agents who may receive
compensation in the form of discounts, commissions or
concessions. Whether such sales will be made and the
timing and amount of any sale is discretionary with
each Selling Shareholder. The Selling Shareholders and
any brokers, dealers, underwriters or agents that
participate in the distribution of the Shares may be
deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities
Act"), and any discounts, commissions or concessions
received by any such broker, dealer, underwriter or
agent may be deemed to be underwriting commissions or
discounts under the Securities Act. The Company will
not receive any of the proceeds from any sale of the
Shares offered hereby. See "Use of Proceeds", "Selling
Shareholders" and "Plan of Distribution."
The Common Stock is listed and traded on the New
York Stock Exchange. The last reported sale price of
the Common Stock on the New York Stock Exchange on
April 17, 1998 was $_____ per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is April 20, 1998.
<PAGE>
TABLE OF CONTENTS
Available Information
Information Incorporated by Reference
The Company
Use of Proceeds
Selling Shareholders
Plan of Distribution
Experts
Indemnification
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information
statements, and other information with the Securities
and Exchange Commission (the "Commission"). Such
reports, proxy and information statements, and other
information, including information incorporated by
reference into this Prospectus, can be inspected and
copied at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its following regional
offices: Room 3190, 230 South Dearborn Street,
Chicago, Illinois 60604; and 75 Park Place, 14th Floor,
New York, New York 10007. Copies of this material can
also be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal
office at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The Common Stock is listed and traded on the New
York Stock Exchange, and reports, proxy and information
statements, and other information concerning the
Company can be inspected at the library of the New York
Stock Exchange, 20 Broad Street, New York, New York
10005.
INFORMATION INCORPORATED BY REFERENCE
Information contained in the following
documents is incorporated by reference into this
Prospectus:
1. The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997
(File No. 1-1657)
2. The description of the Common Stock
contained in the Registration Statement on
Form 8-A of the Company filed under Section
12(b) of the Exchange Act, including all
amendments and reports updating such
description.
<PAGE>
All documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13 (c),
14 or 15(d) of the Exchange Act after the date of this
Prospectus, but prior to the filing of a post-effective
amendment to the Registration Statement of which this
Prospectus is a part which indicates that all
securities offered by the Prospectus have been sold or
which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference
into this Prospectus. Each document incorporated in
this Prospectus by reference shall be deemed to be a
part of this Prospectus from the date of the filing of
such document with the Commission until the information
contained therein is superseded or updated by any
subsequently filed document which is incorporated by
reference into this Prospectus.
The Company will furnish without charge to each
person, including any beneficial owner, to whom this
Prospectus is delivered, upon written or oral request
of such person, a copy of any and all of the
information that has been incorporated by reference
into this Prospectus, other than certain exhibits to
such documents. Requests should be directed to the
Office of the Secretary, Crane Co., 100 First Stamford
Place, Stamford, Connecticut 06902, telephone (203) 363-
7300.
No person has been authorized to give any
information or to make any representations not
contained in this Prospectus and, if given or made,
such information or representations must not be relied
upon as having been authorized by the Company. The
delivery of this Prospectus at any time does not imply
that information herein is correct as of any time
subsequent to the date hereof. This Prospectus does
not constitute an offer within any jurisdiction to any
person to whom such offer would be unlawful.
THE COMPANY
The Company is a diversified manufacturer of
engineered industrial products and the largest American
distributor of doors, windows and millwork. Founded in
1855, Crane Co. employs over 10,000 people in North
America, Europe, Asia and Australia.
The Company's strategy is to grow the earnings of
niche businesses with high market share, build an
aggressive and committed management team whose
interests are directly aligned to those of the
shareholders, and maintain a focused, efficient
corporate structure.
The Company's principal executive office is
located at 100 First Stamford Place, Stamford,
Connecticut 06902, telephone (203) 363-7300.
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds
from the sale of the Shares offered under this
Prospectus by the Selling Shareholders.
SELLING SHAREHOLDERS
All of the Shares offered hereby are being offered
for the account of the persons identified in the
following table, who may from time to time sell the
Shares covered by this Prospectus. See "Plan of
Distribution." All of the Shares were acquired
pursuant to grants made pursuant to the Stock Option
Plans. Each of the Selling Shareholders is an
executive officer of the Company.
The following table sets forth the name and title
of each Selling Shareholder, the number of shares of
Common Stock owned by each as of April 1, 1998, the
number of shares of Common Stock subject to outstanding
options as of such date and the maximum number of
Shares to be offered under this Prospectus.
<PAGE>
Selling Shares Shares Maximum Shares
Shareholder Owned Subject Shares to be
as of to to be Owned
April Outstand Offered After
1, ing Under Complet
1998(1) Options this ion of
as of Prospec the
April 1, tus (2) Offerin
1998 g
R. S. Evans, 1,188,9 487,500 649,470 1,026,9
Chairman and 23 53*
Chief Executive
Officer
L. H. Clark, 12,389 195,500 195,500 12,389
President and
Chief Operating
Officer
A. I. duPont, 427 42,500 42,500 427
Vice President,
General Counsel
& Secretary
B. L. Ellis, 120 0 0 120
Vice President,
Chief
Information
Officer
A.D.Pantaleoni, 22,828 36,250 45,250 13,828
Vice President-
Health, Safety
& Environmental
R. B. Phillips, 96,163 81,250 104,223 73,190
Vice President-
Human Resources
D. S. Smith, 26,396 133,000 140,218 19,178
Vice President-
Finance and
Chief Financial
Officer
M. L. Raithel, 117,302 95,000 162,714 49,588
Controller
G. A. Dickoff, 14,084 60,250 66,466 7,868
Treasurer
* Constitutes 2.3% of the shares of Common Stock
outstanding on the date hereof.
(1) Does not include restricted shares of Common Stock
awarded under the Crane Co. Restricted Stock Award
Plans which were not vested as of April 1, 1998.
<PAGE>
(2) Includes shares of Common Stock subject to
outstanding options as of April 1, 1998 as well as
shares of Common Stock previously acquired upon
exercise of Options granted under the Stock Option
Plans.
PLAN OF DISTRIBUTION
It is expected that the Selling Shareholders will
sell their respective Shares pursuant to this
Prospectus from time to time or at one time. Whether
such sales will be made and the timing and amount of
any sales is discretionary with each Selling
Shareholder.
Shares may be sold on one or more exchanges or
otherwise; directly to purchasers in negotiated
transaction; by or through brokers or dealers, in
ordinary brokerage transactions or transactions in
which the broker solicits purchasers; in block trades
in which the broker or dealer will attempt to sell
Shares as agent but may position and resell a portion
of the block as principal; in transactions in which a
broker or dealer purchases as principal for resale for
its own account; through underwriters or agents; or in
any combination of the foregoing methods. Shares may
be sold at a fixed offering price, which may be
changed, at the prevailing market price at the time of
sale, at prices related to such prevailing market price
or at negotiated prices. Any brokers, dealers,
underwriters or agents may arrange for others to
participate in any such transaction and may receive
compensation in the form of discounts, commissions or
concessions from the Selling Shareholders and/or the
purchasers of Shares. The proceeds to the Selling
Shareholders from any sale of Shares will be net of any
such compensation, and of any expenses to be borne by
the Selling Shareholders. If required at the time that
a particular offer of Shares is made, a supplement to
this Prospectus will be delivered that describes any
material arrangements for the distribution of Shares
and the terms of the offering, including, without
limitation, the names of any underwriters, brokers,
dealers or agents and any discounts, commissions or
concessions and other items constituting compensation
from the Selling Shareholders or otherwise. The
Company may agree to indemnify any such brokers,
dealers, underwriters, or agents against certain civil
liabilities, including liabilities under the Securities
Act.
The Selling Shareholders and any brokers, dealers,
underwriters or agents that participate with the
Selling Shareholders in the distribution of Shares may
be deemed to be "underwriters" within the meaning of
the Securities Act, in which event any discounts,
commissions or concessions received by any such
brokers, dealers, underwriters or agents and any profit
<PAGE>on the resale of the Shares purchased by them may
be deemed to be underwriting commissions or discounts
under the Securities Act.
The Company has agreed to supply the Selling
Shareholders with reasonable quantities of
Prospectuses and the Selling Shareholders shall in all
cases be responsible for complying with the prospectus
delivery requirements of Section 5(b)(2) of the
Securities Act with respect to sales of Shares made by
them.
Any shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance
that the Selling Shareholders will sell any or all of
the Shares. The Selling Shareholders may transfer,
devise or gift such Shares by other means not described
herein.
The Company will pay all of the expenses,
including, but not limited to, fees and expenses of
compliance with state securities or "blue sky" laws,
incident to the registration of the Shares, other than
certain underwriting discounts and selling commissions
and fees and expenses, if any, of counsel or other
advisors retained by the Selling Shareholders.
EXPERTS
The consolidated financial statements and the
related financial statement schedules incorporated in
this
Prospectus by reference from the Company's Annual
Report on
Form 10-K for the year ended December 31, 1997 have
been audited
by Deloitte & Touche LLP, independent auditors, as
stated in their reports, which are incorporated herein
by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their
authority as experts in accounting and auditing.
INDEMNIFICATION
Section 102(b)(7) of the Delaware General Company
Law (the "DGCL") permits a Delaware corporation, in its
certificate of incorporation, to limit or eliminate,
subject to certain statutory limitations, the liability
of a director to the corporation or its stockholders
for monetary damages for breaches of fiduciary duty,
except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for omissions not in good faith or
which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director
derived an improper personal benefit. Article IX of
the Company's Certificate of Incorporation provides
that the personal liability of directors of the Company
is eliminated to the fullest extent permitted by
Section 102(b)(7) of the DGCL.
<PAGE>
Under Section 145 of the DGCL, a corporation has
the power to indemnify directors and officers under
certain prescribed circumstances and, subject to
certain limitations, against certain costs and
expenses, including attorneys' fees, actually and
reasonably incurred in connection with any action, suit
or proceeding, whether civil, criminal, administrative
or investigative, to which any of them is a party by
reason of his being a director or officer of the
corporation if it is determined that he acted in
accordance with the applicable standard of conduct set
forth in such statutory provision. Article X of the
Company's By-Laws provides that the Company will
indemnify any person who was or is a party or is
threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by
reason of the fact that he is or was an authorized
representative of the Company, against all expenses
(including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred by such
person in connection with such action, suit or
proceeding if such person acted in accordance with the
standard of conduct set forth in Article X. Article X
further permits the Company to maintain insurance on
behalf of any such person against any liability
asserted against such person and incurred by such
person in any such capacity or arising out of his
status as such, whether or not the Company would have
the power to indemnify such person against such
liability under Article X.
The Company maintains standard policies of
insurance under which coverage is provided (a) to its
directors and officers against loss arising from claims
made by reason of breach of duty or other wrongful act
and (b) to the Company with respect to payments which
may be made by the Company to such officers and
directors pursuant to the above indemnification
provisions or otherwise as a matter of law.
The Company has entered into agreements with each
of its directors and officers pursuant to which the
Company has agreed to indemnify such directors and
officers, and to advance expenses in connection
therewith, to the fullest extent permitted by law, and
to maintain directors' and officers' liability
insurance on behalf of such indemnified persons unless,
in the business judgment of the Board of Directors of
the Company, the premium cost for such insurance is
substantially disproportionate to the amount of
coverage or the coverage is so limited by exclusions
that there is insufficient benefit from such insurance.
The agreements further provide that, if indemnification
is not available, then in any case in which the Company
is jointly liable with the indemnified person the
Company will contribute to the fullest extent permitted
by law to the amount of expenses, judgments, fines and
settlements paid or payable by the indemnified person
in such proportion as is appropriate to <PAGE>reflect
the relative benefits received, and the relative fault
of, the Company and the indemnified person. Such
rights cannot be modified, except as required by law,
by any change in the Company's Certificate of
Incorporation or By-Laws.
The indemnification described in the preceding
paragraphs may include indemnification against
liabilities arising under the Securities Act. Insofar
as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers,
or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange
Commission such indemnification is against public
policy as expressed in the Securities Act and is
therefore unenforceable.
PART II
Information Required in the Registration Statement
Item. 3. Incorporation of Documents by Reference.
The following documents filed by Crane Co. (the
"Company") with the Securities and Exchange Commission
(the "Commission) are incorporated by reference into
this Registration Statement:
1. The Company's Form 10-K, filed with the
Commission for the fiscal year ended
December 31, 1997 (No. 1-1657).
2. The description of the Company's Common
Stock contained in the Company's
Registration Statement on Form 8-A filed
under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the
"Exchange Act"), including all amendments
and reports updating such description.
All documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this
Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement
which indicates that all securities offered by this
Registration Statement have been sold or which
deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into
this Registration Statement. Each document
incorporated by reference into this Registration
Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of
such document with the Commission until the information
contained therein is superseded or updated by any
subsequently filed document which is incorporated by
reference into this Registration Statement or by any
document which constitutes part <PAGE>of the prospectus
relating to the Crane Co. 1998 Stock Option Plan (the
"Plan") meeting the requirements of Section 10(a) of
the Securities Act of 1933, as amended (the "Securities
Act").
Item 4. Description of Securities
The class of securities to be offered under this
Registration Statement is registered under Section
12(b) of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock to which this
Registration relates has been passed upon for the
Company by Augustus I. duPont, Vice President, General
Counsel and Secretary of the Company. As of April 1,
1998, Mr. duPont beneficially owned 30,727 shares of
the Company's Common Stock, of which 30,300 shares were
granted and subject to forfeiture under the terms of
the Crane Co. Restricted Stock Award Plan and held
options granted under the Plan to purchase 42,500
shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL") permits a Delaware
corporation, in its certificate of incorporation, to
limit or eliminate, subject to certain statutory
limitations, the liability of a director to the
corporation or its stockholders for monetary damages
for breaches of fiduciary duty, except for liability
(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 DGCL, or (iv) for any
transaction from which the director derived an improper
personal benefit. Article IX of the Company's
Certificate of Incorporation provides that the personal
liability of directors of the Company is eliminated to
the fullest extent permitted by Section 102(b)(7) of
the DGCL.
Under Section 145 of the DGCL, a corporation has
the
power to indemnify directors and officers under certain
prescribed circumstances and, subject to certain
limitations, against certain costs and expenses,
including attorneys' fees, actually and reasonably
incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by
reason of his being a director or officer of the
corporation if it is determined that he acted in
accordance with the applicable standard of conduct set
forth in such statutory provision. Article X of the
Company's By-Laws provides that the Company will
indemnify any person who was or is a party or is
threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by
reason of the fact that he is or was an authorized
representative of the Company, against all expenses
(including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred by such
person in connection with such action, suit or
proceeding if such person acted in accordance with the
standard of conduct set forth in Article X. Article X
further permits the Company to maintain insurance on
behalf of any such person against any liability
asserted against such person and incurred by such
person in any such capacity or arising out of his
status as such, whether or not the Company would have
the power to indemnify such person against such
liability under Article X.
The Company maintains standard policies of
insurance
under which coverage is provided (a) to its directors
and officers against loss arising from claims made by
reason of breach of duty or other wrongful act and (b)
to the Company with respect to payments which may be
made by the Company to such officers and directors
pursuant to the above indemnification provisions or
otherwise as a matter of law.
The Company has entered into agreements with each
of its directors and officers pursuant to which the
Company has agreed to indemnify such directors and
officers, and to advance expenses in connection
therewith, to the fullest extent permitted by law, and
to maintain directors' and officers' liability
insurance on behalf of such indemnified persons unless,
in the business judgment of the Board of Director of
the Company, the premium cost for such insurance is
substantially disproportionate to the amount of
coverage or the coverage is so limited by exclusions
that there is insufficient benefit from such insurance.
The agreements further provide that, if indemnification
is not available, then in any case in which the Company
is jointly liable with the indemnified person the
Company will contribute to the fullest extent permitted
by law to the amount of expenses, judgments, fines and
settlements paid or payable by the indemnified person
in such proportion as is appropriate to reflect the
relative benefits received, and the relative fault of,
the Company and the indemnified person. Such rights
cannot be modified, except as required by law, by any
change in the Company's Certificate of Incorporation or
By-Laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits
The following exhibits are filed herewith or
incorporated by reference as part of this Registration
Statement:
EXHIBI DESCRIPTION
T NO.
3.1 The Certificate of Incorporation of the
Company, as amended through May 7, 1987
{incorporated by reference to Exhibit D
to the Company's Annual Report on Form 10-
K for the fiscal year ended December 31,
1987)-Commission File No. 1-1657
3.2 The By-Laws of the Company, as amended
through December 5, 1994 (incorporated by
reference to Exhibit A to the Company's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1996) --
Commission File No. 1-1657
4.1 Crane Co. 1998 Stock Option Plan
4.2 Form of Agreement under the Crane Co.
1998 Stock Option Plan
5.1 Opinion of Augustus I. duPont, Esq. as to
the legality of the shares being
registered
23.1 Consent of Deloitte & Touche LLP,
independent public accountants.
23.2 Consent of Augusuts I. duPont, Esq.
(included in opinion filed as Exhibit
5.1)
24.1 Power of Attorney (set forth on the
signature page of this Registration
Statement)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:
(i) To include any prospectus required
by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information
<PAGE>with respect to the plan of distribution not
previously disclosed 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 a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining any
liability under the Securities Act 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 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.
* * *
(h) 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 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.
<PAGE>
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 on Form S-8, to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of
Connecticut on the 20th day of April, 1998.
CRANE CO.
BY:/s/R. S. Evans
R. S. Evans
Chairman of the Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Augustus I. duPont and Thomas J. Ungerland, and each of
them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and revocation for him
in his 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 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 on
Form S-8 has been signed by the following persons in
the capacities and on the date indicated.
<PAGE>
SIGNATURE TITLE DATE
/s/R. S. Evans Chairman April 20,
R. S. Evans of the 1998
Board
and
Chief
Executiv
e
Officer
and a
Director
/s/D. S. Smith Vice April 20,
D. S. Smith Presiden 1998
t
Finance
and
Chief
Financia
l
Officer
/s/M. L. Raithel Controll April 20,
M. L. Raithel er and 1998
Principa
l
Accounti
ng
Officer
/s/E. T. Bigelow, Director April 20,
Jr. 1998
E. T. Bigelow,
Jr.
/s/R S. Forte' Director April 20,
R. S. Forte' 1998
/D. R. Gardner Director April 20,
D. R Gardner 1998
/s/J. Gaulin Director April 20,
J. Gaulin 1998
/s/D. C. Minton Director April 20,
D. C. Minton 1998
/s/C. J. Queenan, Director April 20,
Jr. 1998
C. J. Queenan,
Jr.
/s/J. L. L. Director April 20,
Tullis 1998
J. L. L. Tullis
/s/B. Yavitz Director April 20,
B. Yavitz 1998
<PAGE> EXHIBIT INDEX
EXHIBI DESCRIPTION Sequentia
T NO. l Page
No.
3.1 The Certificate of Incorporation of
the Company, as amended through May
7, 1987 {incorporated by reference
to Exhibit D to the Company's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1987)-
Commission File No. 1-1657
3.2 The By-Laws of the Company, as
amended through December 5, 1994
(incorporated by reference to
Exhibit A to the Company's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1996) --
Commission File No. 1-1657
4.1 Crane Co. 1998 Stock Option Plan
4.2 Form of Agreement under the Crane
Co. 1998 Stock Option Plan
5.1 Opinion of Augustus I. duPont, Esq.
as to the legality of the shares
being registered
23.1 Consent of Deloitte & Touche LLP,
independent public accountants.
23.2 Consent of Augustus I. duPont, Esq.
(included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (set forth on the
signature page of this Registration
Statement)
<PAGE>
Exhibit 4.1
THE CRANE CO. 1998 STOCK OPTION PLAN
1. Purpose of the Plan.
The Crane Co. 1998 Stock Option Plan (the
"Plan") has been established by Crane Co. (the
"Company") (i) to attract and retain key employees of
the Company and its subsidiaries who are and will be
contributing to the success of the business; (ii) to
motivate and reward key employees who have made
significant contributions to the success of the
Company and encourage them to continue to give their
best efforts to its future success; (iii) to provide
competitive incentive compensation opportunities; and
(iv) to further opportunities for stock ownership by
such key employees in order to increase their
proprietary interest in the Company and their
personal interest in its continued success.
Accordingly, the Company may from time to time on or
before May 31, 2008 grant to selected key employees
of the Company and its subsidiaries options to
purchase shares of Common Stock, par value $1.00 per
share, of the Company ("Common Stock"), subject to
the terms and conditions hereinafter provided
("Options").
2. Administration of the Plan.
This Plan shall be administered by the
Organization and Compensation Committee of the Board
of Directors of the Company (the "Board") or by such
other committee composed of at least three members of
the Board as may be designated by the Board (the
"Committee"); 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 of 1986,
as amended, and any proposed or future regulations
thereunder ("Section 162(m)") or the qualifications
for a "non-employee director" established from time
to time by rules or regulations of the Securities and
Exchange Commission under Section 16 of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the remaining members of the
Committee (but not less than two) shall administer
the Plan. The Committee is authorized to interpret
the Plan and may from time to time adopt such rules
and regulations for carrying out the Plan as it may
deem appropriate. No member of the Committee shall be
eligible to participate in, and no person shall
become a member of the Committee if within one year
prior thereto he or she shall have been eligible to
participate in, this Plan or any other plan of the
Company or any of its affiliates (other than the 1988
Non-Employee Director Restricted Stock Plan or The
Crane Co. 1998 Non-Employee Director Restricted Stock
Plan) entitling the <PAGE>participants therein to
acquire stock, stock options, stock appreciation
rights or restricted stock of the Company or any of
its affiliates. Decisions of the Committee in
connection with the administration of the Plan shall
be final, conclusive and binding upon all parties,
including the Company, its stockholders and
employees.
The Committee may employ attorneys, consultants,
accountants or other persons and the Committee and
the Company and its officers and directors shall be
entitled to rely upon the advice, opinions or
valuations of any such persons. All usual and
reasonable expenses of the Committee shall be paid by
the Company. No Committee member shall receive
compensation with respect to his or her services for
the Committee except as may be authorized by the
Board. All actions taken and all interpretations and
determinations made by the Committee in good faith
shall be final and binding upon all employees who
have received awards, the Company and all other
interested persons. No member of the Committee shall
be personally liable for any action, determination or
interpretations taken or made in good faith with
respect to this Plan or awards made hereunder, and
all members of the Committee shall be fully
indemnified and protected by the Company in respect
of any such action, determination or interpretation.
3. Stock Subject to the Plan.
The total number of shares initially authorized
to be issued under this Plan shall be 2,500,000
shares of Common Stock. The number of shares
available for issuance under this Plan shall be
subject to adjustment in accordance with Section 7
hereof. Such shares shall be made available, at the
discretion of the Board, either from the authorized
but unissued shares of Common Stock or from shares of
Common Stock reacquired by the Company, including
shares purchased in the open market. Except as
provided in Section 5(d) hereof, any shares subject
to an Option granted under this Plan that expires or
is terminated for any reason without having been
exercised in full shall continue to be available for
future grants under this Plan. If any shares of
Common Stock are withheld from those otherwise
issuable or are tendered to the Company, by
attestation or otherwise, in connection with the
exercise of an Option, only the net number of shares
of Common Stock issued as a result of such exercise
shall be deemed delivered for purposes of determining
the maximum number of shares available for delivery
under the Plan.
4. Eligibility.
The Committee may in its discretion, from time
to time, grant Options to persons who are key
employees of the Company <PAGE>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, assuming the
full exercise of such Option, would own more than 10%
of the combined voting power of all classes of stock
of the Company. The maximum number of shares for
which Options may be granted under this Plan to any
single individual in any calendar year shall not
exceed 200,000 shares, subject to adjustment in
accordance with Section 7 hereof. 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. 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.
5. Grant and Exercise of Options.
(a) The purchase price of each share of Common
Stock upon exercise of any Option granted hereunder
shall not be less than 100% of the Fair Market Value
(as hereinafter defined) of the Common Stock on the
date the Option is 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 sales
prices of the Common Stock on the New York Stock
Exchange-Composite Transactions Tape on the 10
consecutive trading days ending on such day or, if no
sale of Common Stock has been recorded on such day,
on the next preceding day on which a sale was so
made.
(b) Each Option granted under this Plan shall be
exercisable in whole or in part 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
Section 6 hereof, (i) more than 90 days after the
termination of the optionee's employment by the
Company or a subsidiary or more than 10 years from
the date the Option is granted, whichever period is
shorter, or (ii) prior to the expiration of one year
from the date the Option is granted; and provided
further that, unless otherwise determined by the
Committee, the Option may not be exercised in excess
of 50% of the total shares subject to such Option
during the second year after the date of grant, 75%
during the third year, and 100% thereafter.
(c) The purchase price of the shares purchased
upon the <PAGE>exercise of an Option shall be paid in
full at the time of exercise in cash or in whole or
in part by tendering (either actually or by
attestation) shares of Common Stock. The value of
each share of Common Stock delivered in payment of
all or part of the purchase price upon the exercise
of an Option shall be the Fair Market Value of the
Common Stock on the date the Option is exercised.
Exercise of Options shall also be permitted, if
approved by the Committee, in accordance with a
cashless exercise program under which, if so
instructed by an optionee, shares of Common Stock may
be issued directly to the optionee's broker or dealer
upon receipt of an irrevocable written notice of
exercise from the optionee.
(d) 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 of Common Stock covered by such Option or
portion thereof over the aggregate option price of
such shares. Such payment shall be made in shares of
Common Stock (valued at such Fair Market Value) or in
cash, or partly in cash and partly in shares of
Common Stock, as the Committee shall determine. The
shares of Common Stock 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 this Plan.
(e) Each Option granted under this Plan shall
not be transferable by the optionee otherwise than by
will or the laws of descent and distribution, and
shall be exercisable, during the optionee's lifetime,
only by the optionee. Notwithstanding the foregoing,
non-qualified stock options may be transferable,
without payment of consideration, to immediate family
members of the optionee or to trusts or partnerships
for the benefit of such family members.
(f) No person may be granted Incentive Stock
Options under this Plan (or any other plans of the
Company or any of its subsidiaries) which would
result in shares with an aggregate Fair Market Value
(measured on the date of grant) of more than $100,000
first becoming exercisable in any one calendar year.
(g) 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
shares of <PAGE>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.
(h) The Committee, in its sole discretion, shall
have the right (but shall not in any case be
obligated), exercisable at any time after the date of
grant, to permit the exercise of any Option prior to
the time such Option would otherwise become
exercisable under the terms of the option agreement.
(i) The Committee shall have the authority to
specify, either at the time of grant of an Option or
at a later date, that upon exercise of all or a
portion of that Option (the "Original Option") a
reload stock option ("Reload Option") shall be
granted under specified conditions. A Reload Option
shall entitle the optionee to purchase a number of
shares equal to the shares delivered in payment of
all or part of the exercise price of the Original
Option pursuant to Section 5(c) hereof plus the
shares delivered or withheld to satisfy the tax
liability associated with such exercise pursuant to
Section 5(g) hereof. The specific terms and
conditions applicable for Reload Options shall be
determined by the Committee and shall be set forth in
rules adopted by the Committee or in agreements or
other documentation evidencing such Reload Options;
provided, however, that (x) the exercise price of the
Reload Option shall be the Fair Market Value of the
Common Stock at the date of grant, (y) the Reload
Option shall not be exercisable, except as provided
in Section 6 hereof, earlier than six months after
its date of grant and (z) the expiration date of the
Reload Option shall not be later than the expiration
date of the Original Option.
6. Exercise of Options upon Termination of
Employment.
(a) If an optionee shall retire or shall cease
to be employed by the Company or by a subsidiary by
reason of permanent disability or after a "Change in
Control" (as hereinafter defined), all Options
theretofore granted to such optionee, whether or not
previously exercisable, 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 Options or any portion thereof as provided in
Section 5(d) hereof, at any time within 90 days 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.
(b) If an optionee shall die while employed by
the Company or by a subsidiary or within 90 days of
the cessation or termination of such employment under
circumstances described in <PAGE>Section 6(a) hereof,
all Options theretofore granted to such optionee,
whether or not previously exercisable, 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 Options or any portion thereof
as provided in Section 5(d) 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 not after the expiration
of the term of the Option.
(c) If an optionee's employment is terminated
for any reason other than death, disability or
retirement or after a Change in Control, such
optionee may exercise any Option in whole or in part,
at any time within 90 days after such termination of
employment, but only to the extent such Option is
exercisable at the date of termination in accordance
with Section 5(b) hereof. In no event may any Option
be exercised after the expiration of the term of the
Option.
(d) 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 offer
(other than a tender offer or exchange offer by the
Company) for all or part of the outstanding shares of
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 Exchange Act ) of 20% or more of
the outstanding shares of 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 would be
converted into cash, securities or other property,
other than a merger of the Company in which the
holders of Common Stock 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, (v) the
adoption of any plan or proposal for the liquidation
(but not a partial liquidation) or dissolution of the
Company or (vi) the date upon which the individuals
who constitute the Board as of April 21, 1998 (the
"Incumbent Board") cease for any reason to constitute
at least a majority of the Board, provided that any
person becoming a director subsequent to such date
whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at
least three-quarters <PAGE>of the directors
comprising the Incumbent Board (other than an
election or nomination of an individual whose initial
assumption of office is in connection with an actual
or threatened election contest relating to the
election of the directors of the Company, as such
terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) shall, for
purposes of this Plan, be considered as though such
person were a member of the Incumbent Board.
7. Adjustments to Reflect Capital Changes.
In the event that there is an increase in the
number of issued shares of the Common Stock by reason
of any stock dividend, stock split, recapitalization
or other similar event, the total number of shares
available for Option grants, the maximum number of
shares for which Options may be granted to any single
individual in any calendar year and the number of
shares remaining subject to purchase under each
outstanding Option shall be increased and the price
per share of such outstanding Options shall be
decreased, in proportion to such increase in issued
shares. Conversely, in case the issued shares of
Common Stock shall be combined into a smaller number
of shares, the total number of shares available for
Option grants, the maximum number of shares for which
Options may be granted to any single individual in
any calendar year and the number of shares remaining
subject to purchase under each outstanding Option
shall be decreased and the price per share of 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 available for
Option grants, the maximum number of shares for which
Options may be granted to any single individual in
any calendar year and the shares subject to
outstanding Options and the price thereof as the
Committee, in its sole discretion, deems appropriate.
In the event of an exchange of Common Stock, or other
securities of the Company convertible into Common
Stock, for the stock or securities of another
corporation, the Committee may, in its sole
discretion, equitably substitute such new stock or
securities for a portion or all of the shares of
Common Stock subject to outstanding Options.
8. Term, Amendment and Termination.
(a) This Plan shall be submitted to the
stockholders of the Company at the Annual Meeting in
1998 and, if approved by the stockholders, shall
become effective on April 20, 1998. No Options shall
be granted under this Plan after May 31, 2008,
provided that no Incentive Stock Options shall be
granted under this Plan after April 20, 2008.
<PAGE> (b) This Plan may be abandoned or
terminated at any time by the Board except with
respect to any Options then outstanding, and any
Option granted under this Plan may be terminated at
any time with the consent of the optionee. The Board
may make such changes in and additions to this Plan
as it may deem proper and in the best interest of the
Company; provided, however, that no such action
shall, without the consent of the optionee,
materially impair any Option theretofore granted
under this Plan; and provided, further, that without
the approval of the stockholders of the Company (i)
the total number of shares that may be issued under
this Plan shall not be increased, and (ii) the
minimum purchase price shall not be changed.
Notwithstanding the foregoing, the Board may amend or
revise this Plan to comply with applicable laws or
governmental regulations.
9. General Provisions.
(a) Each Option granted under this Plan shall be
evidenced by a written agreement containing such
terms and conditions as the Committee may require,
and no person shall have any rights under any Option
granted under this Plan unless and until such
agreement has been executed and delivered by the
optionee and the Company.
(b) In the event of any conflict between the
terms of this Plan and any provision of any Option
agreement, the terms of this Plan shall be
controlling.
(c) No employee or other person shall have any
claim or right to be granted an Option under this
Plan, and neither this Plan nor any action taken
hereunder shall be construed as giving any optionee,
employee or other person any right to be retained in
the employ of the Company or any of its subsidiaries.
(d) Income realized as a result of an exercise
of an Option granted under this Plan shall not be
included in the optionee's earnings for the purpose
of any benefit plan in which the optionee may be
enrolled or for which the optionee may become
eligible unless otherwise specifically provided for
in such plan.
(e) The obligation of the Company to sell and
deliver shares of Common Stock upon exercise of
Options granted hereunder 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 <PAGE>shares shall have been
duly listed on such stock exchanges as the Common
Stock is then listed.
(f) Anything in this Plan to the contrary
notwithstanding, it is expressly agreed and
understood that if any one or more provisions of this
Plan shall be illegal or invalid such illegality or
invalidity shall not invalidate this Plan or any
other provisions thereof, but this Plan shall be
effective in all respects as though the illegal or
invalid provisions had not been included.
(g) All determinations made and actions taken
pursuant to this Plan shall be governed by the laws
of the State of Delaware, other than the conflict of
laws provisions thereof.
<PAGE>
Exhibit 4.2
"ANNEX A"
STOCK OPTION AGREEMENT PURSUANT TO THE
CRANE CO. 1998 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
shares of Crane Co. Common Stock, $1.00 par value
("Common Stock"), at the option price set forth in the
Letter. The Letter and this Annex A together
constitute the stock option agreement between the
parties (the "Agreement"). The Option is hereby
designated as a non-qualified stock option that does
not qualify as an incentive stock option under Section
422 of the Internal Revenue Code of 1986 as amended.
2. TERM OF OPTION; EXERCISABILITY
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 90 days after
the termination of his employment by the Company or a
subsidiary, or more than 10 years from the date the
Option is granted, whichever period is shorter, or (b)
prior to the expiration of one year from the date the
Option is granted, and provided further that the Option
may not be exercised in excess of 50% of the total
shares subject to the Option 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 by
tendering (either actually or by attestation) shares of
Common Stock; provided, however that if shares acquired
pursuant to this Option or any other option granted
under a stock option plan of the Company 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 <PAGE>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 the Common Stock on
the date the Option is exercised. The Option may also
be exercised in accordance with a cashless exercise
program under which, if so instructed by the Employee,
shares of Common Stock may be issued directly to the
Employee's broker or dealer upon receipt of an
irrevocable written notice of exercise from the
Employee. 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 of Common Stock covered by such Option, or
portion thereof, over the aggregate option price of
such shares. Such payment shall be made in shares of
Common Stock (valued at such Fair Market Value), or in
cash, or partly in cash and partly in Common Stock, as
the Committee shall determine. For the purposes of
this Agreement, the term "Fair Market Value" as of any
day shall mean the average of the highest and lowest
prices of the Common Stock on the New York Stock
Exchange-Composite Transaction Tape on the 10
consecutive trading days ending on such day or, if no
sale of such Common Stock has been recorded on such
day, on the next preceding date on which a sale was so
made.
4. EXERCISE UPON TERMINATION OF EMPLOYMENT
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 (as
determined by the Committee) or after a Change In
Control (as defined below), the Employee may exercise
this Option, in whole or in part, whether or not
previously exercisable, 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 90
days 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.
If the Employee's employment is terminated for any
reason other than death, disability or retirement or
after a Change In Control, this Option may be exercised
in whole or in part, at any <PAGE>time within 90 days
after such termination of employment, but only to the
extent this Option is exercisable at the date of
termination in accordance with Paragraph 2 hereof.
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 offer (other
than a tender offer or exchange offer 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, (v) the adoption of any plan or proposal
for the liquidation (but not a partial liquidation) or
dissolution of the Company or (vi) the date upon which
the individuals who constitute the Board of Directors
as of April 21, 1998 (the "Incumbent Board'') cease for
any reason to constitute at least a majority of the
Board of Directors, provided that any person becoming a
director subsequent to such date whose election, or
nomination for election by the Company's stockholders,
was approved by the vote of at least three-quarters of
the directors comprising the Incumbent Board (other
than an election or nomination of an individual whose
initial assumption of office is in connection with an
actual or threatened election contest relating to the
election of directors of the Company, as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under
the Securities Exchange Act of 1934) shall, for
purposes of the Plan, be considered as though such
person were a member of the Incumbent Board.
<PAGE>
5. DEATH
If the Employee shall die while employed by the
Company or a subsidiary or within 90 days of the
cessation or termination of such employment under
circumstances described in paragraph 4 above, this
Option may be exercised, in whole or in part, whether
or not previously exercisable, 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 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 of Common Stock 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 Common Stock is
then listed.
7. 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, except that the Option may be
transferable, without payment of consideration, to
immediate family members of the Employee or to trusts
or partnerships for the benefit of such family members.
Except as provided herein, neither this Option nor the
rights appurtenant hereto shall be subject to
execution, attachment or similar process. Any attempt
by the Employee to assign, pledge, hypothecate or
otherwise dispose of this 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 shares of Common Stock by reason of
any stock dividend, stock split, recapitalization or
other similar event, the total number of shares subject
to purchase under this Option shall be <PAGE>increased
and the price per share shall be decreased, in
proportion to such increase in issued shares.
Conversely, in case the issued shares of Common Stock
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 of 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 Common Stock, or other
securities of the Company convertible into Common
Stock, for the stock or securities of another
corporation, the Committee may, in the exercise of its
sole discretion, equitably substitute such new stock or
securities for a portion or all of the shares of Common
Stock then subject to this Option.
9. 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 this Option, provided
that the Company may, in accordance with such rules
Committee may from time to time adopt, accept shares of
Common Stock received in connection with the exercise
of this 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.
10. GENERAL
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.
The Employee shall not be deemed for any purpose
to be a stockholder of the Company in respect of any
shares as to which the Option shall not have been
exercised as herein provided.
Nothing in this Agreement shall confer upon the
Employee any right to continue in the employ of the
Company or shall <PAGE>affect the right of the Company
to terminate the employment of the Employee, with or
without cause.
Nothing in this Agreement or otherwise shall
obligate the Company to permit the Option to be
exercised other than in accordance with the terms
hereof or to grant any waivers of the terms of this
Agreement, regardless of what actions the Company, the
Board of Directors or the Committee may take or waivers
the Company, the Board of Directors or the Committee
may grant under the terms of or with respect to any
options now or hereafter granted to any other person or
any other options granted to the Employee.
This Agreement shall be governed by the laws of
the State of Delaware applicable to agreements made and
performed wholly within the State of Delaware
(regardless of the laws that might otherwise govern
under applicable conflicts of laws principles).
This Agreement sets forth a complete understanding
between the parties with respect to its subject matter
and supersedes all prior and contemporaneous agreements
and understandings with respect thereto. Any
modification, amendment or waiver to this Agreement
will be effective only if it in writing signed by the
Company and the Employee. The failure of any party to
enforce at any time any provision of this Agreement
shall not be construed to be a waiver of that or any
other provision of this Agreement.
In the event of any conflict between the terms of
this Agreement and the terms of the Crane Co. 1998
Stock Option Plan, as amended from time to time, the
terms of such Plan shall be controlling.
<PAGE> Exhibit
5.1
April 20, 1998
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 2,500,000 shares of Common Stock, par value
$1.00 per share ("Common Stock"), of the Registrant to
be issued under the Crane Co. 1998 Stock Option Plan
(the "Plan").
In connection with such 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 By-Laws 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.
4. The Crane Co. 1998 Stock Option Plan.
5. The form of
Stock Option Agreement under the Plan.
6. The Registration Statement to which this
Document
is an exhibit.
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.
<PAGE>
2. The 2,500,000 shares of Common Stock of the
Registrant authorized for issuance under
the Plan have been duly authorized, and
such shares, when issued by the Registrant
in accordance with the terms and conditions
of the Plan, will be validly issued, fully
paid, nonassessable and freely
transferable.
The undersigned beneficially owns 30,727 shares
of the Registrant's Common Stock, including 30,300
restricted shares, and holds options for 42,500 shares
of Common Stock under the Crane Co. Stock Option 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 under the caption
"Legal Opinion" in any prospectus materials to be used
in connection therewith.
Very truly
yours,
/s/ Augustus I.
duPont
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference
in this Registration Statement of Crane Co. 1998
on Form S-8 related to the Crane Co. 1998 Stock
Option Plan of our reports dated January 21, 1998,
appearing in and incorporated by reference in the
Annual Report on Form 10-K of Crane Co. for the
year ended December 31, 1997 and to the reference
to us under the heading "Experts" in the
Prospectus which is a part of this Registration
Statement.
/s/DELOITTE & TOUCHE LLP
Stamford, Connecticut
April 20, 1998
