As filed with the Securities and Exchange Commission on November 12, 1998
Registration No. _______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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, including zip code, Identification No.)
incorporation or of PrincipalExecutive Offices)
organization)
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CROWN CORK & SEAL COMPANY, INC.
1997 STOCK-BASED INCENTIVE COMPENSATION PLAN
(Full title of the plan)
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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 4000 Bell Atlantic Tower
(Name and address of agent for service) 1717 Arch Street
(215) 698-5208 Philadelphia, PA 19103
(Telephone number, including area code, (215) 994-4000
of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price(1) Fee
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Common Stock, 5,000,000 shares $35.50 $177,500,000.00 $52,362.50
$5.00 par value(2)
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(1) 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 $35.50 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 November 6, 1998.
(2) 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.
<PAGE>
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:
(i) The Company's Annual Report on Form 10-K filed on
March 31, 1998 for the fiscal year ended December 31,1997;
(ii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998,
filed on May 15, 1998 and August 13, 1998,
respectively; and
(iii) 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 Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998, could cause actual results to differ
materially from those in the forward-looking statements.
2
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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 PBCL also empowers corporations to purchase and maintain insurance
on behalf of any person who is or was a representative of the corporation, or is
or was serving at the request of the corporation as a representative for another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability as described above.
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.
3
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit Document
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No.
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4.1 Crown Cork & Seal Company, Inc. 1997 Stock-Based Incentive
Compensation Plan (incorporated by reference to Exhibit 10.F of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 (SEC File No. 1-2227)).
5.1 Opinion of Dechert Price & Rhoads as to the legality of securities
being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
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).
4
<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.
5
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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
November 11, 1998.
Crown Cork & Seal Company, Inc.
By: /s/ William J. Avery
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/her
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 November 11, 1998.
Signature Title
/s/ William J. Avery Chairman of the Board and Chief Executive Officer
William J. Avery (Principal Executive Officer)
/s/ Alan W. Rutherford Executive Vice President, Chief Financial Officer and
Alan W. Rutherford Director (Principal Financial Officer)
/s/ Timothy J. Donahue Senior Vice President and Corporate Controller
Timothy J. Donahue (Principal Accounting Officer)
/s/ Henry E. Butwel Director
Henry E. Butwel
/s/ Charles F. Casey Director
Charles F. Casey
/s/ John W. Conway Director
John W. Conway
__________________________ Director
Francis X. Dalton
/s/ Tommy H. Karlsson Director
Tommy H. Karlsson
/s/Richard L. Krzyzanowski Director
Richard L. Krzyzanowski
/s/Josephine C. Mandeville Director
Josephine C. Mandeville
/s/ Michael J. McKenna Director
Michael J. McKenna
__________________________ Director
Jean-Pierre Rosso
__________________________ Director
Harold A. Sorgenti
/s/ Guy de Wouters Director
Guy de Wouters
/s/ Thomas A. Ralph Director
Thomas A. Ralph
6
<PAGE>
EXHIBIT INDEX
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Exhibit Document
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No.
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4.1 Crown Cork & Seal Company, Inc. 1997 Stock-Based Incentive
Compensation Plan (incorporated by reference to Exhibit 10.F of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 (SEC File No. 1-2227)).
5.1 Opinion of Dechert Price & Rhoads as to the legality of securities
being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
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).
7
Exhibit 5.1
November 12, 1998
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
5,000,000 shares of Common Stock pursuant to the Company's 1997 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
Exhibit 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 16, 1998, appearing on page 24
of Crown Cork & Seal Company Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1997.
PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
November 11, 1998
