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 (I.R.S. Employer
incorporation or organization) Identification No.)
100 First Stamford Place
Stamford, Connecticut 06902
(Address of principal executive offices) (Zip Code)
CRANE CO. 2000 NON-EMPLOYEE DIRECTOR STOCK COMPENSATION 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
registere
d
Proposed
maximum
offering
price
per
share
Proposed
maximum
aggregate
offering
price
Amount of
registrati
on
fee
Common Stock,
par value
$1.00 per
share
400,000
shares(1)
$27.09(2)
$10,836,000
$3,283.64
(1) This Registration Statement also registers additional securities to
be offered or issued upon adjustment or changes made to the registered
securities by reason of any stock splits, stock dividends or similar
transactions as permitted by Rule 416(a) and Rule 416(b) under the Securities
Act of 1933, as amended. The shares of Common Stock offered by the resale
Prospectus included in this Registration Statement also include 41,637 shares
registered under Registration Statement No. 333-50495 filed on April 20, 1998
and 107,590 shares registered under Registration Statement No. 33-59475 filed
on May 19, 1995, included in such Prospectus under Rule 429.
(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 May 22,
2000, as reported the New York Stock Exchange Composite Tape. Aggregate
registration fees of $760.00 and $527.23 were paid in connection with the
shares of Common Stock registered under Registration Statement No. 333-50495
and Registration Statement No. 33-59475, respectively.
_____________________________________________________________________________
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 of Form S-3, and may be used for re-offerings of Common
Stock acquired by persons named therein pursuant to the Crane Co. Non-Employee
Director Restricted Stock Award Plan, the Crane Co. 1998 Non-Employee Director
Restricted Stock Award Plan or the Crane Co. 2000 Non-Employee Director Stock
Compensation Plan. Pursuant to Rule 429 of the Securities Act of 1933, as
amended, the prospectus covering securities registered pursuant to this
Registration Statement also relates to the shares of Crane's Common Stock
covered by Registration Statement No. 333-50495 and Registration Statement No.
33-59475.
_________________________________________________
PROSPECTUS
_______________________________________________________
164,610 SHARES
CRANE CO.
Common Stock
Par Value $1.00 Per Share
This prospectus covers a total of 164,610 shares of our common stock
that may be sold from time to time by eight persons who acquired the shares
pursuant to awards under the Crane Co. Non-Employee Director Restricted Stock
Award Plan, the Crane Co. 1998 Non-Employee Director Restricted Stock Plan or
the Crane Co. 2000 Non-Employee Director Stock Compensation Plan.
Our common stock is listed and traded on the New York Stock Exchange.
The last reported sale price of our common stock on the New York Stock
Exchange on May 22, 2000 was $26.9375 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES
OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is May 23, 2000.
TABLE OF CONTENTS
Where You Can Find More Information......................................... 1
Forward-Looking Information............................................... 1
Information Incorporated by Reference............................... 1
About Crane............................................................ 2
Use of Proceeds......................................................... 2
Selling Shareholders.................................................. 2
Plan of Distribution................................................... 3
Experts................................................................... 4
Indemnification......................................................... 4
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with
the SEC. You may access and read our SEC filings, including the complete
registration statement and all of the exhibits to it, through the SEC's
Internet site at www.sec.gov. This site contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the SEC. You may also read and copy any document we file
at the SEC's public reference room located at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our filings are also available at
the offices of the New York Stock Exchange, 20 Broad Street, New York, NY
10005.
FORWARD-LOOKING INFORMATION
This prospectus contains information about us, some of which is
incorporated by reference from other documents. Our information includes
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are statements
other than historical information or statements about our current condition.
You can identify some forward-looking statements by the use of terms such as
"believes," "contemplates," "expects," "may," "will," "could," "should,"
"would," or "anticipates," other similar phrases or the negatives of these
terms.
We have based the forward-looking statements relating to our operations
on our current expectations, estimates and projections about ourselves and the
markets we serve. We caution you that these statements are not guarantees of
future performance and involve risks and uncertainties. In addition, we have
based many of these forward-looking statements on assumptions about future
events that may prove to be inaccurate. Accordingly, our actual outcomes and
results may differ materially from what we have expressed or forecast in the
forward-looking statements. Any differences could result from a variety of
factors, including the following:
? Fluctuations in domestic and international business cycles generally and
in end markets for our products such as aerospace, transportation,
hydrocarbon and chemical processing and commercial construction;
? Competitive pressures, including the need for technology improvement,
successful new product development and introduction, continued cost
reductions, and any inability to pass increased costs of raw materials
to customers;
? Economic instability, currency fluctuation and other risks of doing
business outside of the U.S.;
? Our ongoing need to attract and retain highly qualified personnel and
key management; and
? Our ability to successfully value and integrate acquired businesses.
Additional information concerning risk factors that could affect our
businesses and results of operations are set forth in our Annual Report on
Form 10-K, which has been filed with the SEC.
INFORMATION INCORPORATED BY REFERENCE
As permitted by SEC rules, the registration statement contains exhibits
and other information that are not contained in this prospectus. Our
descriptions in this prospectus of the provisions of documents filed as
exhibits to the registration statement or otherwise filed with the SEC are
only summaries of the documents' material terms. If you want a complete
description of the content of the documents, you should obtain the documents
yourself by following the procedures described above.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you directly to those documents. The information incorporated by
reference is considered to be part of this prospectus. In addition,
information we file with the SEC in the future will automatically update and
supersede information contained in this prospectus and any accompanying
prospectus supplement. We incorporate by reference the documents listed below
and any future filings made by us with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until all of the securities
offered under this prospectus are sold:
1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999 (File No. 1-1657).
2. All other reports filed by us pursuant to Section 13(a) or 15 (d) of the
Securities Exchange Act of 1934 since December 31, 1999.
3. The description of our common stock contained in the Registration
Statement on Form 8-A filed under Section 12(b) of the Securities
Exchange Act of 1934, including all amendments and reports updating such
description.
You may request a free copy of these filings, other than exhibits,
unless the exhibits are specifically incorporated by reference into those
documents, by writing or telephoning us at the following address: Crane Co.,
100 First Stamford Place, Stamford, CT 06902, Attention: Corporate Secretary;
(203) 363-7300.
ABOUT CRANE
Crane is a diversified manufacturer of engineered industrial products.
Founded in 1855, Crane and its subsidiaries employ over 9,000 people in North
America, Europe, Asia and Australia. Our 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. Our
principal executive office is located at 100 First Stamford Place, Stamford,
Connecticut 06902. Our telephone number is (203) 363-7300.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares
offered under this prospectus.
SELLING SHAREHOLDERS
All of the shares offered under this prospectus are being offered for
the account of the individuals identified in the following table, who may from
time to time sell the shares covered by this prospectus. All of the shares
were acquired pursuant to grants of restricted stock, or upon exercise of
options granted, under the Crane Co. Non-Employee Director Restricted Stock
Award Plan, the Crane Co. 1998 Non-Employee Director Restricted Stock Plan or
the Crane Co. 2000 Non-Employee Director Stock Compensation Plan. Each of the
individuals listed in the following table is a director of Crane. The
following table sets forth with respect to each selling shareholder his name
and title, the number of shares of common stock owned by him as of April 30,
2000, the number of shares subject to options or forfeiture or resale
restrictions as of April 30, 2000 and the maximum number of shares to be
offered under this prospectus.
The information contained in the following table is subject to amendment
pursuant to Rule 424(b) of the Securities Act.
Selling
Shareholder
Shares
Owned as
of 4/30/00
(1)
Shares
Subject
to
Forfeitu
re or
Resale
Restrict
ions as
of
4/30/00
Maximum
Shares to
be Offered
Under this
Prospectus
(2)
Shares to
be Owned
After
Completion
of the
Offering
E. Thayer
Bigelow, Jr.
16,555
3,187
32,217
11,425
Richard S. Forte
7,581
3,187
28,517
2,451
Dorsey R.
Gardner
5,461
3,187
30,077
971
John J. Lee
1,011
1,260
6,460
1,011
William E.
Lipner
500
1,360
4,860
500
Dwight C. Minton
38,880
3,187
47,817
33,750
C.J. Queenan,
Jr.
15,968
3,187
8,317
10,838
James L. L.
Tullis
1,085
1,545
6,345
1,085
(1) Does not include unexercised options or restricted shares of common
stock awarded under the Crane Non-Employee Director Restricted Stock
Award Plan, the Crane Co. 1998 Non-Employee Director Restricted Stock
Plan or the Crane Co. 2000 Non-Employee Director Stock Compensation
Plan, which were subject to forfeiture or resale restrictions as of
April 30, 2000.
(2) Includes unexercised options and restricted shares of common stock
subject to forfeiture or resale restrictions as of April 30, 2000 as
well as shares of common stock previously acquired upon exercise of
options or lapse of restrictions (generally five years from date of
grant) in accordance with the terms of the Crane Non-Employee Director
Restricted Stock Award Plan, the Crane Co. 1998 Non-Employee Director
Restricted Stock Plan or the Crane Co. 2000 Non-Employee Director Stock
Compensation Plan.
PLAN OF DISTRIBUTION
The selling shareholders may sell their shares pursuant to this
prospectus from time to time or at one time. Sales are subject to
restrictions on transfer under the various stock plans as discussed below.
Whether such sales will be made and the timing and amount of any sales is left
to the discretion of each selling shareholder.
An individual selling shares under this prospectus may sell his shares:
? on one or more stock exchanges
? directly to a purchaser in a negotiated transaction
? by or through dealers or brokers
? in ordinary brokerage transactions or in brokerage
transactions in which the broker solicits purchasers
? in block trades in which the broker will sell the shares as
agent but may position and resell a portion of the block as
principal
? in transactions in which a broker buys shares for resale for
his own account
? through underwriters or agents, or
? in any combination of these 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 the transactions described above 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
shareholder from any sale of shares under this prospectus will equal the
selling price of the shares less any fees of commissions paid to brokers and
any expenses paid by the selling shareholder. If required at the time that a
particular offer 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 or dealers involved in the offering and any discounts,
commissions, concessions or other items that may be considered compensation
paid by the selling shareholder. We may agree to indemnify any 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 them
and any profit on the resale of the shares purchased by them may be deemed to
be underwriting commissions or discounts under the Securities Act.
We have agreed to supply selling shareholders under this prospectus with
reasonable quantities of prospectuses and each selling shareholder is
responsible for complying with the prospectus delivery requirements of Section
5(b)(2) of the Securities Act with respect to sales made by him.
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 any selling
shareholders under this prospectus will sell any or all of his shares. Any
shareholder covered by this prospectus may transfer, devise or gift shares by
other means not described herein.
We 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 covered by this prospectus, other than certain
underwriting discounts and selling commissions and fees and expenses, if any,
of counsel or other advisors retained by any selling shareholder.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from our Annual Report on Form 10-K for the year ended December 31,
1999 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is also incorporated herein by reference, and
have been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
INDEMNIFICATION
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
breach 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 IV of Crane's Certificate of Incorporation provides that the personal
liability of directors of Crane is eliminated to the fullest extent permitted
by Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a Delaware 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 being a director
or officer of the corporation if it is determined that the director or the
officer acted in accordance with the applicable standard of conduct set forth
in such statutory provision. Article X of Crane's By-Laws provides that Crane
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 Crane,
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 Crane
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 Crane would have the
power to indemnify such person against such liability under Article X. Crane
maintains standard policies of insurance under which coverage is provided (a)
to its directors and officers against loss arising from claims made by reason
by breach of duty or other wrongful act and (b) to Crane with respect to
payments which may be made by Crane to such officers and directors pursuant to
the above indemnification provisions or otherwise as a matter of law.
Crane has entered into agreements with each of its directors and
officers pursuant to which Crane 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 Director's and Officers' liability
insurance on behalf of such indemnified persons unless, in the business
judgment of the Board of Directors of Crane, 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 Crane is jointly liable with the
indemnified person Crane 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, Crane and
the indemnified person. Such rights cannot be modified, except as required by
law, by any change in Crane's Certificate of Incorporation or By-Laws.
The indemnification described in the preceding paragraphs may include
indemnification against liabilities arising under the Securities Act. In so
far as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, or persons controlling Crane pursuant to the
foregoing provisions, Crane 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 the Registrant 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 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. 2000 Non-Employee Director Stock Compensation 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).
4.3 Crane Co. Non-Employee Director Stock Compensation
Plan (incorporated by reference to Exhibit 10(a) to
the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000).
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).
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 22nd day of May, 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
May 22, 2000
/s/ E. C. Fast
Eric C. Fast
President and Chief
Operating Officer and a
Director
May 22, 2000
/s/ T. M. Noonan
Thomas M. Noonan
Vice President,
Controller and Chief
Tax Officer (Principal
Accounting Officer)
May 22, 2000
/s/M. L. Raithel
Michael L. Raithel
Vice President -
Finance and Chief
Financial Officer
(Principal
Financial Officer)
May 22, 2000
/e/ E. Thayer Bigelow, Jr.
E. Thayer Bigelow, Jr.
Director
May 22, 2000
/s/ R. S. Forte
Richard S. Forte
Director
May 22, 2000
/s/ Dorsey R. Gardner
Dorsey R. Gardner
Director
May 22, 2000
John J. Lee
Director
May 22, 2000
________________________
William E. Lipner
Director
May 22, 2000
/s/Dwight C. Minton
Dwight C. Minton
Director
May 22, 2000
Charles J. Queenan, Jr.
Director
May 22, 2000
/s/ James L. L. Tullis
James L. L. Tullis
Director
May 22, 2000
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).
4.3
Crane Co. Non-Employee Director
Stock Compensation
Plan(incorporated by reference to
Exhibit 10(a) to the Registrant's
Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000)
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
May 23, 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 400,000 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. 2000
Non-Employee Director Stock Compensation 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 400,000
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 this 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 and to the
reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
May 22, 2000
- - 7 -
II-6
