As filed with the Securities and Exchange Commission on December 18, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
One Crown Way
Pennsylvania Philadelphia, Pennsylvania 19154 23-1526444
(State of Incorporation) (Address of principal (Zip Code) (I.R.S. Employer
executive offices) Identification No.)
CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
(Full Title of the Plan)
William T. Gallagher, Esquire
Vice President, Secretary and Acting General Counsel
Crown Cork & Seal Company, Inc.
One Crown Way
Philadelphia, Pennsylvania 19154
(Name and address of agent for service)
(215) 698-5100
(Telephone number, including area code, of agent for service)
With a Copy to:
Thomas A. Ralph, Esquire
William G. Lawlor, Esquire
Dechert
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 994-4000
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 500,000 shares $3.20 $1,600,000.00 $422.40
par value
$5.00
per share (2)
Interests
in the Plan (3)
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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 $3.20 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 December 11, 2000.
(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.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This registration statement is filed with the Securities and
Exchange Commission (the "Commission") for the purpose of registering additional
shares of Common Stock of the registrant in connection with the Crown Cork &
Seal Company, Inc. Retirement Thrift Plan (the "Plan"). A registration statement
on Form S-8, file number 33-50369 (the "Prior Registration Statement") was filed
on September 22,1993 in respect of shares of Common Stock to be offered pursuant
to the Plan and is currently effective. The contents of the Prior Registration
Statement, to the extent not otherwise amended or superseded by the contents
hereof, are incorporated herein by reference.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
Exhibit Number Description
23 Consent of PricewaterhouseCoopers, LLP.
24 Power of Attorney
(included in Signature Page).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on
December 14, 2000.
CROWN CORK & SEAL
By: /s/ William J. Avery
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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 William T. Gallagher, 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 December 14, 2000.
/s/ William J. Avery
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William J. Avery Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
/s/ Alan W. Rutherford
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Alan W. Rutherford Executive Vice President, Chief Financial Officer
and Director (Principal Financial Officer)
/s/ Thomas A. Kelly
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Thomas A. Kelly Vice President and Corporate Controller
(Principal Accounting Officer)
<PAGE>
/s/ Henry E. Butwel
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Henry E. Butwel Director
/s/ Arnold W. Donald
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Arnold W. Donald Director
/s/ John W. Conway
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John W. Conway Director
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James L. Pate Director
/s/ Jenne K. Britell
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Jenne K. Britell Director
/s/ Marie L. Garibaldi
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Marie L. Garibaldi Director
/s/ John B. Neff
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John B. Neff Director
/s/ Thomas A. Ralph
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Thomas A. Ralph Director
/s/ Harold A. Sorgenti
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Harold A. Sorgenti Director
/s/ Guy de Wouters
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Guy de Wouters Director
