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As filed with the Securities and Exchange Commission on April 25, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CROWN CORK & SEAL COMPANY, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania One Crown Way 23-1526444
(State or other Philadelphia, PA 19154-4599 (I.R.S. Employer
jurisdiction of (Address of principal (Zip Code) Identification
incorporation or executive offices) Number)
organization)
CROWN CORK & SEAL COMPANY, INC
1994 STOCK-BASED INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
Copies to:
Richard L. Krzyzanowski, Esq. Thomas A. Ralph, Esq.
Crown Cork & Seal Company, Inc. William G. Lawlor, Esq.
One Crown Way Dechert Price & Rhoads
Philadelphia, PA 19154-4599 4000 Bell Atlantic Tower
(Name and address of agent for service) 1717 Arch Street
(215) 698-5208 Philadelphia, Pennsylvania 19103
(Telephone number, including area code, (215)994-4000
of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------- ------------- ---------- ----------------- --------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ------------------- ------------- ---------- ------------------ --------------
Common Stock,
$5.00 par 100,000 $37.50 $ 3,750,000.00 $ 1,293.10
par value(1) 2,622,250 44.125 115,706,781.25 39,898.89
6,000 47.50 285,000.00 98.28
5,500 47.625 261,937.50 90.32
7,000 50.25 351,750.00 121.29
97,750 51.50 5,034,125.00 1,735.91
553,000 53.00 29,309,000.00 10,106.55
608,500 54.625 (2) 33,239,312.50 (2) 11,461.83 (2)
--------- --------------- ----------
Total 4,000,000 shares $187,937,906.25 $64,806.17
- --------------------------------------------------------------------------------
(1) Includes associated Rights to purchase Common Stock. Until the occurrence
of certain prescribed events, none of which has occurred, the Rights are
not exercisable, are evidenced by the certificates representing Common
Stock, and will be transferred with and only with Common Stock.
(2) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended,
on the basis of $54.625 per share, the average high and low prices of
Common Stock, par value $5.00 per share ("Common Stock"), of Crown Cork &
Seal Company, Inc. as reported on the New York Stock Exchange on April 22,
1997.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Crown Cork & Seal Company, Inc. (the
"Company") with the Securities and Exchange Commission (the "SEC") (File No.
1-2227) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in this Registration
Statement:
1. The Company's Annual Report on Form 10-K filed on March 31, 1997,
as amended on April 17, 1997, for the fiscal year ended December 31, 1996;
and
2. The Company's Registration Statements on Form 8-B filed on May 2,
1989 with respect to Common Stock, on Form 8-A filed on August 10, 1995
with respect to the Company's common stock purchase rights and on Form 8-A
filed on February 20, 1996 with respect to the Company's 4.5% Convertible
Preferred Stock.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold are hereby incorporated by reference herein
and shall be deemed to be a part hereof from the dates of filing of such reports
or other documents. Any statement contained in a report or other document
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed report or other document
that also is incorporated by reference herein, modifies or supersedes such
statement. Any such statements so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement. Certain statements contained herein and in the related prospectus or
incorporated by reference herein or in the related prospectus constitute
forward-looking statements as such term is defined in Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Exchange Act. Certain factors discussed herein and in the related prospectus
or in the Company's Exchange Act filings with the SEC, including the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, as amended,
could cause actual results to differ materially from those in the
forward-looking statements.
Item 4. Description of Securities.
The description of the Company's Common Stock under the caption
"DESCRIPTION OF COMMON STOCK--General," "--Common Stock" and "--Shareholders
Agreement and Certain Other Agreements and Provisions" in the Company's
Prospectus dated October 24, 1996 forming a part of the Company's Registration
Statement on Form S-3 (No. 333-12787) filed September 26, 1996, as amended on
October 4, 1996 and October 24, 1996, as such Prospectus is supplemented by the
Prospectus Supplement filed with the SEC pursuant to Rule 424(b) on October 25,
1996, is hereby incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Under the Pennsylvania Business Corporation Law of 1988, as amended (the
"PBCL"), Pennsylvania corporations, such as the Company, have the power to
indemnify any person acting as a representative of the corporation against
liabilities incurred in such capacity provided certain standards are met,
including good faith and the belief that the particular action or failure to
take action is in the best interests of the corporation. In general, this power
to indemnify does not exist in the case of actions against any person by or in
the right of the corporation if the person otherwise entitled to indemnification
shall have been adjudged to be liable to the corporation unless a court
determines that despite the adjudication of liability but in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for expenses that the court deems proper. A corporation is required to
indemnify representatives of the corporation against expenses they may incur in
defending actions against them in such capacities if they are successful on the
merits or otherwise in the defense of such actions. In all other cases, if a
representative of the corporation acted, or failed to act, in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, indemnification is discretionary, except as may be
otherwise provided by a corporation's bylaws, agreement, vote of shareholders or
disinterested directors or otherwise. Indemnification so otherwise provided may
not, however, be made if the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness. Expenses (including attorney's fees) incurred in defending any
such action may be paid by the corporation in advance of the final disposition
of the action upon receipt of an undertaking by or on behalf of the
representative to repay the amount if it is ultimately determined that he or she
is not entitled to be indemnified by the corporation.
Section 1746 of the PBCL provides that the foregoing provisions shall not
be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under, among other things, any bylaw provision,
provided that no indemnification may be made in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness.
The Company's Bylaws provide that the Company shall indemnify to the
fullest extent permitted by applicable law any person who was or is a party or
is threatened to be made a party to or is otherwise involved in any threatened,
pending or completed action, suit or proceeding by reason of the fact that such
person is or was a director or officer of the Company, against all liability,
loss and expense (including attorney's fees and amounts paid in settlement)
actually and reasonably incurred by such person in connection with such
proceeding, whether or not the indemnified liability arises or arose from any
proceeding by or in the right of the Company. The Company's Bylaws also provide
that expenses incurred by a director or officer in defending (or acting as a
witness in) a proceeding may (and, following a "change in control of the
Company" shall) be paid by the Company in advance of the final disposition of
such proceeding, subject to the provisions of applicable law, upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Company under applicable law. Additionally, the Company's
Bylaws limit directors' personal liability for monetary damages for any action
taken, or any failure to take any action, unless (1) the director has breached
or failed to perform the duties of his or her office under the PBCL's standard
of care and justifiable reliance provisions and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness. However,
these provisions do not apply to the responsibility or liability of a director
pursuant to any criminal statute or for the payment of taxes pursuant to local,
state or federal law. The Company has purchased directors and officers'
liability insurance covering certain liabilities which may be incurred by the
officers and directors of the Registrant in connection with the performance of
their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Document
4.1 1994 Stock-Based Incentive Compensation Plan
(incorporated by reference to Exhibit 10.g of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 1-2227)).
5.1 Opinion of Dechert Price & Rhoads as to the legality of
securities being registered.
23.1 Consent of Price Waterhouse LLP.
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23.2 Consent of Dechert Price & Rhoads (contained in opinion filed
as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included on Signature Page).
Item 9. Undertakings.
The Company 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 this 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 this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (i) and (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 with or furnished to the Commission by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this 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.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of an action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on April
25, 1997.
Crown Cork & Seal Company, Inc.
By: William J. Avery
Title: Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes William J.
Avery, Alan W. Rutherford and Richard L. Krzyzanowski, and each of them, his
true and lawful attorneys-in-fact and agents each with full power of
substitution and resubstitution for him in any and all capacities to sign any
and all amendments (including pre- or post-effective amendments) to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, hereby
ratifying and confirming all that each such attorney-in-fact, or his substitute
or substitutes, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and indicated on April 25, 1997.
Signature Title
William J. Avery Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
Alan W. Rutherford Executive Vice President,
Chief Financial Officer and
Director (Principal Financial Officer)
Timothy J. Donahue Vice President and Controller
(Principal Accounting Officer)
Henry E. Butwel Director
Charles F. Casey Director
John W. Conway Director
Francis X. Dalton Director
Richard L. Krzyzanowski Director
Josephine C. Mandeville Director
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Michael J. McKenna Director
Jean-Pierre Rosso Director
J. Douglass Scott Director
Ernest-Antoine Seilliere Director
Robert J. Siebert Director
Harold A. Sorgenti Director
Guy de Wouters Director
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EXHIBIT INDEX
Exhibit No. Document Page
5.1 Opinion of Dechert Price & Rhoads as 8
to the legality of securities being
registered.
23.1 Consent of Price Waterhouse LLP. 9
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Exhibit 5.1
April 25, 1997
Crown Cork & Seal Company, Inc.
One Crown Way
Philadelphia, PA 19154
Re: Crown Cork & Seal Company, Inc.
Registration Statement on Form S-8
Gentlemen and Ladies:
We have acted as counsel to Crown Cork & Seal Company, Inc., a Pennsylvania
corporation (the "Company"), in connection with the registration by the Company
under the Securities Act of 1933, as amended (the "Securities Act"), of the
Company's Common Stock, par value $5.00 per share (the "Common Stock"), on a
Registration Statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "SEC").
The Registration Statement relates to the issuance and sale of up to
4,000,000 shares of Common Stock pursuant to the Company's 1994 Stock-Based
Incentive Compensation Plan (the "Plan"). Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them in the
Registration Statement.
As such counsel, we have made such legal and factual examinations and
inquiries as we have deemed advisable for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that the Common Stock, when issued,
delivered and paid for in the manner described in the Plan, will be validly
issued, fully paid and non-assessable.
Our opinion contained herein relates solely to the Pennsylvania Business
Corporation Law of 1988, as amended, and we express no opinion herein concerning
the laws of any other jurisdiction.
Our opinion contained herein is rendered to the Company in connection with
the filing by the Company of the Registration Statement with the SEC pursuant to
the Securities Act and is solely for the benefit of the Company in connection
with such filing. This opinion may not be used or relied on by any other person,
nor may this letter or any copies thereof be furnished to a third party, filed
with a government agency, quoted, cited or otherwise referred to without our
prior written consent, except as noted below.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
DECHERT PRICE & RHOADS
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Exhibt 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 17, 1997 appearing on page 23 of
Crown Cork & Seal Company, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1996.
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
April 24, 1997
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