As filed with the Securities and Exchange Commission on December 15, 1995
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CURTISS-WRIGHT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-0612970
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1200 Wall Street West, Lyndhurst, New Jersey 07071
(Address of Principal Executive Offices) (Zip Code)
CURTISS-WRIGHT CORPORATION
1995 LONG-TERM INCENTIVE PLAN
(Full title of Plan)
Stephen R. Bosin
Associate General Counsel
1200 Wall Street West
Lyndhurst, New Jersey 07071
(Name, address of agent for service)
(201) 896-8396
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=================================
Proposed Maximum
-------------------------------
Title of Shares Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share* Offering Price* Registration Fee
- ---------------- ------------ -------------- -------------- ----------------
Common Stock 500,000 $ 48.125 $24,062,500 $ 8,297.00
and options
* Estimated solely for the purpose of calculating the registration fee on the
basis of the closing sale price per share on the New York Stock Exchange on
December 14, 1995.
There are 9 pages in this document. The index to Exhibits is on page 7.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents filed by Curtiss-Wright Corporation (the
"Corporation" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) Registrant's annual report on Form 10-K for the fiscal year ended
December 31, 1994;
(b) Registrant's quarterly reports on Form 10-Q for the quarterly periods
ended March 31, June 30, and September 30, 1995;
(c) Registrant's proxy statement dated March 13, 1995; and
(d) The description of the Corporation's Common Stock, $1.00 par value,
contained in the Corporation's filing under Rule 424(c) on October 29,
1982 under Registration No. 2-64427.
In addition, all documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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, shall be deemed to be incorporated by reference into
Registration Statement and to be a part thereof from the date of filing of such
documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Registrant's indemnification obligations are governed by Article 8 of
Registrant's Restated Certificate of Incorporation (incorporated by reference
to Exhibit 3(a) to Registrant's quarterly report on Form 10-Q for the quarterly
period ended June 30, 1987) and by Section 145 of the Delaware General
Corporation Law which provides as follows:
(a) A corporation may 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, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
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(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a corpor-
ation has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections (a) and (b) of this section, or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
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(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by 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 under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under this section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description of Document
----------- ----------------------------------------------------------
4.1 Curtiss-Wright Corporation 1995 Long-Term Incentive Plan
(incorporated by reference to plan description set forth in
Registrant's proxy statement dated March 13, 1995).
5.1 Opinion of Stephen R. Bosin, Esq.
23.1 Consent of Stephen R. Bosin, Esq.
23.1 Consent of Price Waterhouse LLP
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registrant statement 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 registra-
tion 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 the purposes of
determining any liability under the Securities Act of 1933, 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 Securities Exchange Act of 1934)
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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 as to
whether such indemnification by it is against public policy as expressed in the
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,
Curtiss-Wright Corporation, certifies that it has reasonable grounds to believe
that it meets all 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 Town of Lyndhurst, State of New Jersey, on
December 14, 1995.
CURTISS-WRIGHT CORPORATION
By:s/DAVID LASKY
DAVID LASKY
CHAIRMAN AND PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated:
Date: December 14, 1995 By: s/Robert A. Bosi
Robert A. Bosi
VicePresident-Finance
Date: December 14, 1995 By: s/Kenneth P. Slezak
Kenneth P. Slezak
Controller
Date: December 14, 1995 By: s/Thomas R. Berner
Thomas R. Berner
Director
Date: By:
John S. Bull
Director
Date: December 14, 1995 By: s/James B. Busey IV
James B. Busey IV
Director
Date: December 14, 1995 By: s/David Lasky
David Lasky
Director
Date: December 14, 1995 By: s/William W. Sihler
William W. Sihler
Director
Date: December 14, 1995 By: s/J. McLain Stewart
J. McLain Stewart
Director
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EXHIBIT INDEX
========================
Page
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Exhibit 5.1 Opinion of Stephen R. Bosin 7
Exhibit 23.1 Consent of Stephen R. Bosin 7
Exhibit 23.1 Consent of Price Waterhouse LLP 8
EXHIBIT 5.1 & 23.1
---------------------
December 15, 1995
Curtiss-Wright Corporation
1200 Wall Street West, Suite 501
Lyndhurst, NJ 07071
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
I have acted as counsel to Curtiss-Wright Corporation, a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") pursuant to the Securities
Act of 1933, as amended, relating to the issuance of common stock and stock
options under the Company's 1995 Long-Term Incentive Plan (the "Plan"). This
opinion is being furnished in response to Item 601 of Regulation S-K and the
instructions to Form S-8.
I am familiar with the proceedings to date with respect to the proposed
offering and have examined such records, documents and matters of law and
satisfied myself as to such matters of fact as I have considered relevant for
purposes of this opinion.
On the basis of the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and existing under the
laws of the State of Delaware and is duly authorized to carry on the
business in which it is engaged.
2. The Plan has been duly and validly authorized and adopted and the
500,000 shares of common stock of the Company which may be issued and sold
from time to time upon the exercise of options granted in accordance with
the Plan or granted as restricted stock have been duly authorized for
issuance and will, when issued, sold and paid for in accordance with the
Plan, be validly issued, fully paid and non-assessable.
I do not purport to cover herein the application of the securities laws of
various states to sales of the shares.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
s/Stephen R. Bosin
Stephen R. Bosin
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 February 6, 1995, which appears on
page 14 of the 1994 Curtiss-Wright Corporation Annual Report, which is
incorporated by reference in Curtiss-Wright Corporation's Annual Report on Form
10-K for the year ended December 31, 1994. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 21 of such Annual Report on Form 10-K.
s/Price Waterhouse LLP
Price Waterhouse LLP
Morristown, New Jersey
December 15, 1995
