Registration No. 333-______
__________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
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
incorporation or organization) (I.R.S. Employer
Identification No.)
100 First Stamford Place
Stamford, Connecticut 06902
(Address of principal executive offices) (Zip Code)
CRANE CO. UNION EMPLOYEES' SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
Augustus I. duPont
Vice President, General Counsel and Secretary
Crane Co.
100 First Stamford Place
Stamford, Connecticut 06902
(Name and address of agent for service)
(203) 363-7300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
securities
to be
registered
Amount to
be
registered
Proposed
maximum
offering
price
per share
Proposed
maximum
aggregate
offering
price
Amount of
reg-
istration
fee
Common Stock,
par value
$1.00 per
share
50,000
shares(1)
$26.75(2)
$1,337,500
$405.30
(1) Pursuant to Rule 416(c) under the Securities Act of
1933, as amended, this Registration Statement also covers an
indeterminate number of interests to be offered or sold pursuant
to the Crane Co. Union Employees' Savings and Investment Plan.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h). The fee is calculated
on the basis of the average of the high and low trading prices for
the Registrant's Common Stock on
April 27, 2000, as reported the New York Stock Exchange Composite
Tape.
__________________________________________________________________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant or the Plan
with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference into this
Registration Statement:
The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 (File No. 1-1657).
All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since
December 31, 1999.
The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on
Form 8-A filed under Section 12(b) of the Exchange Act,
including all amendments and reports updating such
description.
All documents filed by the Registrant or the Plan
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 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 of
the prospectus relating to the Crane Co. Union
Employees' Savings and Investment Plan meeting the
requirements of Section 10(a) of the Securities Act.
Item 4. Description of Securities.
The class of securities to be offered under this Registration
Statement is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock to which this
Registration Statement relates has been passed upon for the
Registrant by Augustus I. duPont, Vice President, General
Counsel and Secretary of the Registrant. As of March 31,
2000, Mr. duPont beneficially owned 73,177 shares of the
Registrant's Common Stock and held options to purchase
239,234 shares of the Registrant'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 it is determined that he acted in accordance
with the applicable 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 agreement 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 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.
None.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
Exhibit No. Description
4.1 Certificate of Incorporation of the
Registrant (incorporated by reference to
Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1999).
4.2 By-Laws of the Registrant (incorporated
by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999).
5.1 Opinion of Augustus I. duPont, Esq.
regarding the legality of the shares
being registered hereunder (filed
herewith).
23.1 Consent of Deloitte & Touche LLP (filed
herewith).
23.2 Consent of Augustus I. duPont, Esq.
(included in the Opinion filed as Exhibit
5.1).
24.1 Power of Attorney (set forth on the
signature page of this Registration
Statement).
The Registrant hereby undertakes to submit the Crane
Co. Union Employees' Savings and Investment Plan and any
amendment thereto to the Internal Revenue Service (the
"IRS") in a timely manner and to make all changes required
by the IRS to qualify such plan.
Item 9. Undertakings.
(a) The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which offers
of 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 with respect to the plan of
distribution not previously disclosed in
the Registration Statement or any
material change to such information in
the Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, 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, each filing of
the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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 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 Commission such indemnification is
against public policy as expressed in the Securities
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 Securities Act and will be governed
by the final adjudication of such issue.
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, the State of Connecticut, on this 10th day of
April, 2000.
CRANE CO.
By: /s/ R. S. Evans
R. S. Evans
Chairman of the
Board and Chief Executive
Officer
We, the undersigned directors and officers of Crane
Co., do hereby constitute and appoint Augustus I. duPont
and Thomas J. Ungerland, or either of them, our true and
lawful attorneys and agents, to do any and all acts and
things in our name and on our behalf in our capacities
as directors and officers and to execute any and all
instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to
enable said corporation to comply with the Securities
Act and any rules, regulations and requirements of the
Commission, in connection with this Registration
Statement, including specifically, but without
limitation, power and authority to sign for us or any of
us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments)
hereto and we do hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act,
this Registration Statement and the foregoing Power of
Attorney have been signed by the following persons in
the capacities and on the date(s) indicated:
Signature
Capacity
Date
/s/ R. S. Evans
R. S. Evans
Chairman of the
Board, Chief
Executive Officer
and a Director
April 10, 2000
/s/ Eric C. Fast
Eric C. Fast
President and Chief
Operating Officer
and a Director
April 10, 2000
/s/ Thomas M.
Noonan
Thomas M. Noonan
Vice President,
Controller and Chief
Tax Officer
(Principal
Accounting Officer)
April 10, 2000
/s/ Michael L.
Raithel_________
Michael L. Raithel
Vice President
- - Finance and
Chief
Financial
Officer
(Principal
Financial
Officer)
April 10, 2000
/s/ E. Thayer Bigelow, Jr.
E. Thayer Bigelow, Jr.
Director
April 10, 2000
/s/ R. S. Forte
Richard S. Forte
Director
April 10, 2000
/s/ Dorsey R. Gardner
Dorsey R. Gardner
Director
April 10, 2000
/s/John J. Lee
John J. Lee
Director
April 10, 2000
____________________________
William E. Lipner
Director
April 10, 2000
/s/ Dwight C. Minton
Dwight C. Minton
Director
April 10, 2000
/s/ Charles J. Queenan, Jr.
Charles J. Queenan, Jr.
Director
April 10, 2000
/s/ James L. L. Tullis
James L. L. Tullis
Director
April 10, 2000
Pursuant to the requirements of the Securities Act of
1933, the administrator of the Crane Co. Union
Employees' Savings and Investment Plan has duly caused
this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the
City of Stamford, the State of Connecticut, on April 10,
2000.
Crane Co. Union Employees' Savings and Investment Plan
By:/s/ A. I. duPont
Augustus I. duPont
Member of the Administrative
Committee for the Crane
Companies Savings Plans
EXHIBIT INDEX
Exhibit No.
Description
4.1
Certificate of Incorporation of
the Registrant (incorporated by
reference to Exhibit 3.1 to the
Registrant's Annual Report on
Form 10-K for the year ended
December 31, 1999).
4.2
By-Laws of the Registrant
(incorporated by reference to
Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for
the year ended December 31,
1999).
5.1
Opinion of Augustus I. duPont,
Esq. regarding the legality of
the shares being registered
hereunder (filed herewith).
23.1
Consent of Deloitte & Touche
LLP (filed herewith).
23.2
Consent of Augustus I. duPont,
Esq. (included in the Opinion
filed as Exhibit 5.1).
24.1
Power of Attorney (set forth on
the signature page of this
Registration Statement).
Exhibit 5.1
April 28, 2000
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 50,000 shares of
Common Stock, par value $1.00 per share ("Common Stock"), of the
Registrant to be issued from time to time under the Crane Co.
Union Employees' Savings and Investment Plan (the "Plan").
The undersigned has examined the originals, certified copies
or copies otherwise identified to his satisfaction as being true
copies of the Plan and such other documents as he has deemed
necessary or appropriate for purposes of this opinion. Based on
the foregoing, the undersigned is of the opinion that the 50,000
shares of Common stock to be issued under the Plan, when issued
under the terms of the Plan, will be legally and validly issued,
fully paid and non-assessable.
The undersigned is the Vice President, General Counsel and
Secretary of the Registrant and as of March 31, 2000 beneficially
owned 73,177 shares of the Registrant's Common Stock and held
options to purchase 239,234 shares of the Registrant's Common
Stock. The undersigned hereby consents to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
Augustus I. duPont
Exhibit 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in the Registration
Statement of Crane Co. on Form S-8 of our report dated
January 20,2000 incorporated by reference in the Annual Report on
Form 10-K of Crane Co. for the year ended December 31, 1999.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
April 28, 2000
