As filed with the Securities and Exchange Commission on August 10, 1995
Registration No. 33-xxxxxxx
SECURITIES AND EXCHANGE COMMISSION
FORM S-8 AND S-3
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 incorporation or organization)
(I.R.S. Employer Identification No.)
1200 Wall Street West, Lyndhurst, New Jersey 07071
(Address of Principal Executive Offices)
CURTISS-WRIGHT CORPORATION
RESTRICTED STOCK PURCHASE PLAN
CURTISS-WRIGHT CORPORATION
1979 RESTRICTED STOCK PURCHASE PLAN
CURTISS-WRIGHT CORPORATION
1989 RESTRICTED STOCK PURCHASE PLAN
CURTISS-WRIGHT CORPORATION
QUALIFIED STOCK OPTION PLAN
CURTISS-WRIGHT CORPORATION
1985 AMENDED STOCK OPTION PLAN
(Full title of Plans)
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)
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Approximate date of commencement of proposed sale to the public: from time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Aggregate Amount of
Title of Shares Amount to be Offering Price Offering Registration
to be Registered Registered Per Share* Price* Fee
Common Stock 90,437 $45.000 $4,069,665 $1,403.00
* 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
August 09, 1995.
There are 18 pages in this document. The index to Exhibits is on page 16.
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EXPLANATORY NOTE
================
This Registration Statement contains two parts. The first part contains a
Reoffer Prospectus prepared in accordance with the requirements of Part I of
Form S-3 (in accordance with Section C of the General Instructions to Form S-8)
which covers reoffers and resales by "affiliates" and "associates" (as those
terms are defined in Rule 405 of the General Rules and Regulations under the
Securities Act of 1933) of the Registrant of shares of Common Stock of
Curtiss-Wright Corporation ("Corporation" or "Registrant") issued to employees
pursuant to the Corporation's Restricted Stock Purchase Plan, 1989 and 1979
Restricted Stock Purchase Plans, 1985 Amended Stock Option Plan and Qualified
Stock Option Plan. The Reoffer Prospectus contained herein replaces the Rule
424(b)(3) prospectus supplement used for the resale of shares acquired pursuant
to the Corporation's Restricted Stock Purchase Plan, 1979 Restricted Stock
Purchase Plan and 1989 Restricted Stock Purchase Plan and the Rule 424(b)(3)
prospectus supplement used for the resale of Curtiss-Wright Common Stock issued
in 1974 pursuant to the Corporation's Restricted Stock Purchase Plan. This
Registration Statement also deregisters 357,195 shares of common stock which
had been reserved for issuance to key employees of the Corporation and its
subsidiaries pursuant to the Corporation's 1979 Restricted Stock Purchase Plan
which expired on December 31, 1988. The second part contains "Information
Required in the Registration Statement" pursuant to Part II of Form S-8 and
certain Items from "Information Not Required in the Prospectus" pursuant to
Part II of Form S-3. Pursuant to the Note to Part I of Form S-8, the Plan
Information specified by Part I is not filed with the Securities and Exchange
Commission, but a document containing such information has been sent or given
to employees as specified by Rule 428(b)(1). The S-3 Reoffer Prospectus may be
utilized for reofferings of the Corporation's Common Stock acquired by certain
Covered Shareholders through participation in the aforesaid Restricted Stock
and Stock Option Plans.
(ii)
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Prospectus
S-3 Reoffer Prospectus dated August 10, 1995
CURTISS-WRIGHT CORPORATION
90,437 Shares
$1 par value Common Stock
BY CERTAIN COVERED SHAREHOLDERS
This Reoffer Prospectus relates to 90,437 shares (the "Shares") of Common
Stock, $1.00 par value ("Common Stock"), of Curtiss-Wright Corporation (the
"Corporation"), a Delaware corporation, which may be offered for sale from time
to time by certain stockholders listed under the heading "Covered Shareholders"
herein (the "Covered Shareholders") for their own benefit each of whom may be
defined herein as an "affiliate" under Rule 405 promulgated under the
Securities Act of 1933. Said persons acquired the Corporation's Common Stock
through participation in the Corporation's Restricted Stock Purchase Plan
and/or 1979 and/or 1989 Restricted Stock Purchase Plans and/or 1985 Amended
Stock Option Plan and/or Qualified Stock Option Plan. It is anticipated that
the Covered Shareholders will offer the Shares for sale at prevailing prices in
the New York Stock Exchange on the date of sale. The Corporation will receive
no part of the proceeds of sales made hereunder. All expenses of registration
incurred in connection with this offering are being borne by the Corporation,
but all selling and other expenses incurred by the Covered Shareholders will be
borne by such Covered Shareholders.
The Covered Shareholders and any broker executing selling orders on
behalf of the Covered Shareholders may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"),
in which event commissions received by such broker may be deemed to be
underwriting commissions under the Securities Act.
The Common Stock of the Corporation is traded on the New York Stock Exchange.
On August 09, 1995 the last trading date before this Reoffer Prospectus was
printed, the closing price of the Corporation's Common Stock, as reported by
the New York Stock Exchange was $45.000 (symbol: CW).
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS REOFFER PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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No person is authorized to give any information or to make any representations,
other than those contained in this Reoffer Prospectus, in connection with the
offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Corporation or the Covered Shareholders. This Reoffer Prospectus does not
constitute an offer to sell, or a solicitation of any offer to buy, nor shall
there be any sale of these securities by any person in any jurisdiction in
which it is unlawful for such person to make such offer, solicitation or sale.
Neither the delivery of this Reoffer Prospectus nor any sale made hereunder
shall under any circumstances create an implication that the information
contained herein is correct as of any time subsequent to the date hereof.
The Corporation hereby undertakes to provide without charge to each person to
whom a copy of this Reoffer Prospectus is delivered, upon written or oral
request of any such person, a copy of any and all of the information that has
been or may be incorporated by reference in this Reoffer Prospectus, other than
exhibits to such documents. Requests for such copies should be directed to the
Secretary, Curtiss-Wright Corporation, 1200 Wall Street West, Suite 501,
Lyndhurst, New Jersey 07071. The Corporation's telephone number at that
location is (201) 896-8400.
The Corporation is subject to the informational reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance there-
with shall file reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the Commission's regional offices at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60601, and at Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, Washington,
D.C. 20549, at prescribed rates. Information, as of particular dates,
concerning directors and officers of the Corporation, their remuneration,
options granted to them, the principal holders of securities of the
Corporation, and any material interest of such persons in transactions with the
Corporation will be disclosed in the proxy statements to be distributed to
stockholders of the Corporation and filed with the Commission.
The delivery of this Reoffer Prospectus at any time does not imply that
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of the Corporation. This Reoffer
Prospectus does not constitute an offer within any state to any person to whom
such offer would be unlawful.
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THE CORPORATION
Curtiss-Wright Corporation was incorporated in Delaware on August 9, 1929. Its
principal executive offices are located at 1200 Wall Street West, Suite 501,
Lyndhurst, New Jersey 07071, and its telephone number at that address is (201)
896-8400. The Common Stock of the Corporation is traded on the New York Stock
Exchange and is quoted under the symbol CW.
COVERED SHAREHOLDERS
The names of the security holders and the position, office or other material
relationship of each with the Corporation within the past three years are as
follows:
Covered Former Positions with the
Shareholder Current Position with the Corporation Corporation
----------- ------------------------------------- --------------------------
David Chairman of the Board of Directors and President since May 1993;
Lasky President formerly Sr V. President,
Gen'l Counsel & Secretary
Robert E. Executive Vice President; Executive Vice President;
Mutch Vice President and General Manager of VP & Gen'l Mgr of Curtiss-
Curtiss-Wright Flight Systems, Inc. Wright Flight Systems,Inc.
Gerald Executive Vice President; Executive Vice President;
Nachman Pres. of Metal Improvement Co., Inc. Pres. of Metal Improvement
Co., Inc.
Robert A. Vice President - Finance VP - Finance since January
Bosi 1993; formerly Treasurer
George J. Vice President; Vice President;
Yohrling VP & Gen'l Mgr of Curtiss-Wright VP & Gen'l Mgr of Curtiss-
Flight Systems/Shelby, Inc. Wright Flight Systems/
Shelby, Inc.
Dana M. General Counsel and Secretary General Counsel since May
Taylor, Jr. 1993; formerly Assistant
General Counsel
Kenneth P. Controller Controller
Slezak
Gary J. Treasurer Treasurer since January
Benschip 1993; formerly Assistant
Treasurer
The 90,437 shares of Common Stock covered by this Reoffer Prospectus are
shares which are or were subject to certain restrictions and to options granted
by Curtiss-Wright Corporation to one or more of the Covered Shareholders since
1969.
The following table sets forth: (i) the name of the Covered Shareholders who
may sell Common Stock pursuant to this Reoffer Prospectus, (ii) the number of
shares of Common Stock owned (or subject to option) by each Covered Shareholder
as of June 1, 1995, (iii) the number of shares of Common Stock which may be
offered and are being registered for the account of each Covered Shareholder by
this Reoffer Prospectus (all of which have been or may be acquired by the
Covered Shareholders subject to restrictions on shares of restricted stock or
pursuant to the exercise of options) and (iv) the amount of the class to be
owned by each Covered Shareholder if such Covered Shareholder were to sell all
of the shares of Common Stock covered by this Reoffer Prospectus. No Covered
Shareholder owns more than 1% of the total shares outstanding.
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Number of shares owned
(or subject to option) Number of Owned if all shares
hereunder prior to this shares to be registered hereunder
Name registration registered were sold
---------------- ------------------------ ------------- --------------------
David Lasky 36,541(a) 36,541 0
Robert E. Mutch 9,750(b) 9,750 0
Gerald Nachman 22,685(c) 22,685 0
Robert A. Bosi 5,200(d) 5,200 0
George J. Yohrling 6,186(e) 6,186 0
Dana M. Taylor, Jr. 5,350(f) 5,350 0
Kenneth P. Slezak 2,700(g) 2,700 0
Gary J. Benschip 2,025(h) 2,025 0
(a) Includes the right to purchase 12,900 shares through the exercise of stock
options.
(b) Includes the right to purchase 6,500 shares through the exercise of stock
options.
(c) Includes the right to purchase 6,900 shares through the exercise of stock
options.
(d) Includes the right to purchase 4,200 shares through the exercise of stock
options.
(e) Includes the right to purchase 3,060 shares through the exercise of stock
options.
(f) Includes the right to purchase 3,400 shares through the exercise of stock
options.
(g) Includes the right to purchase 1,700 shares through the exercise of stock
options.
(h) Includes the right to purchase 2,025 shares through the exercise of stock
options.
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PLAN OF DISTRIBUTION
Any shares of Common Stock sold pursuant to this Reoffer Prospectus will be
sold by the Covered Shareholders for their own account, and they will receive
all proceeds from any such sales. The Corporation will receive none of the
proceeds from the sale of shares which may be offered hereby but may receive
funds upon the exercise of the options pursuant to which the Covered
Shareholders will acquire the shares covered by this Reoffer Prospectus, which
funds, if any, will be used for general corporate purposes. The Covered
Shareholders have not advised the Corporation of any specific plans for the
distribution of the shares of Common Stock covered by this Reoffer Prospectus,
but, if and when shares are sold, it is anticipated that the shares will be
sold from time to time primarily in transactions (which may include block
transactions) on the New York Stock Exchange at the market price then
prevailing, although sales may also be made in negotiated transactions or
otherwise. If shares of Common Stock are sold through brokers, the Covered
Shareholders may pay customary brokerage commissions and charges. The Covered
Shareholders may effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Covered Shareholders and/or the
purchasers of shares for whom such broker-dealers may act as agent or to whom
they may sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Covered
Shareholders and any broker-dealers that act in connection with the sale of the
shares hereunder might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, and any commissions received by
them and any profit on the resale of shares as principal might be deemed to be
underwriting discounts and commissions under such Act. Shares of Common Stock
covered by this Reoffer Prospectus also may be sold pursuant to Rule 144 under
the Securities Act of 1933 rather than pursuant to this Reoffer Prospectus.
The Covered Shareholders have been advised that they are subject to the
applicable provisions of the Securities Exchange Act of 1934, including without
limitation Rules 10b-5, 10b-6 and 10b-7 thereunder.
There can be no assurances that the Covered Shareholders will sell any or all
of the shares of Common Stock offered hereunder.
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DESCRIPTION OF COMMON STOCK
The shares offered hereby are shares of Common Stock, $1.00 par value of the
Corporation. The Corporation's Restated Certificate of Incorporation
authorizes the issuance of 12,500,000 shares of Common Stock with a par value
of $1.00 per share and 650,000 shares of Preferred Stock of the par value of
$1.00 per share. There are presently 5,059,293 shares of Common Stock
outstanding. No shares of Preferred Stock are outstanding. The Common Stock
is subject to a preference to the Preferred Stock with respect to dividends, to
any distribution of assets of the Corporation in the event of liquidation,
dissolution or winding up of the Corporation and such other preferences as the
Board of Directors may determine as to the respective series of Preferred Stock
authorized to be issued. The holders of Preferred Stock and Common Stock have
equal voting rights, one vote for each share. No stockholder of any class has
any preemptive right to subscribe to additional issues of stock of the
Corporation or any security convertible into such stock.
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this Reoffer Prospectus the
following documents and information heretofore filed with the Commission:
(1) The Corporation's annual report on Form 10-K for the fiscal year
ended December 31, 1994.
(2) The Corporation's quarterly report on Form 10-Q for the quarterly
. period ended March 31, 1995.
(3) 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.
(4) The Corporation's proxy statement dated March 13, 1995.
(5) All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 references in this Reoffer Prospectus and to be
part hereof from the date of filing such documents.
LEGAL MATTERS
Counsel for the Corporation, Stephen R. Bosin, 1200 Wall Street West, Suite
501, Lyndhurst, New Jersey 07071 has rendered an opinion to the effect that the
Common Stock offered hereby is duly and validly issued, fully paid and
nonassessable.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3 of Form S-8. 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 report on Form 10-Q for the quarterly period ended
March 31, 1995; and
(c) Registrant's proxy statement dated March 13, 1995.
(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 of Form S-8. Description of Securities
Not applicable.
Item 5 of Form S-8. Interest of Named Experts and Counsel
Not applicable.
Item 6 of Form S-8;
Item 15 of Form S-3. 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:
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(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.
(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
corporation 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.
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(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.
(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 of Form S-8. Exemption from Registration Claimed
Not applicable.
Item 8 of Form S-8; Item 16 of Form S-3. Exhibits
Exhibit No. Description of Document
----------- ------------------------------------------------------------------
4.1 Curtiss-Wright Corporation Restricted Stock Purchase Plan
(incorporated by reference to plan description set forth in
Registrant's proxy statement dated February 28, 1968).
4.2 Curtiss-Wright Corporation 1979 Restricted Stock Purchase Plan
(incorporated by reference to plan description set forth in
Registration Statement No. 2-64427).
4.3 Curtiss-Wright Corporation 1989 Restricted Stock Purchase Plan
(incorporated by reference to plan description set forth in
Registration Statement No. 33-28576).
4.4 Curtiss-Wright Corporation 1985 Amended Stock Option Plan
(incorporated by reference to Exhibit 4(i) to registrant's
Post-Effective Amendment No. 1 to Registration Statement No.
2-99113).
4.5 Curtiss-Wright Corporation Qualified Stock Option Plan
(incorporated by reference to Exhibit No. 1 to Registration
Statement No. 2-44576).
5.1 Opinion of Stephen R. Bosin, Esq.
23.1 Consent of Price Waterhouse LLP
23.1 Consent of Stephen R. Bosin, Esq.
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<PAGE> 14
Item 9 of Form S-8; Item 17 of Form S-3. 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
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 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.
Item 14 of Form S-3. Other Expenses of Issuance and Distribution
Registration Fee - Securities and Exchange Commission $ 1,403.00
Blue Sky Fees and Expenses $ *.**
Accountant's Fees $ 2,700.00
Other Expenses of Issuance & Distribution $ *.**
-----------
Total $ 4,103.00
===========
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<PAGE>15
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 S-3 and has duly
caused this registration statement to be signed on its behalf by the under-
signed, thereunto duly authorized, in the Town of Lyndhurst, State of
New Jersey, on July 31, 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: July 31, 1995 By: s/Robert A. Bosi
Robert A. Bosi
Vice President - Finance
Date: July 31, 1995 By: s/Kenneth P. Slezak
Kenneth P. Slezak
Controller
Date: By:
Thomas R. Berner
Director
Date: July 31, 1995 By: s/John S. Bull
John S. Bull
Director
Date: July 31, 1995 By: s/James B. Busey IV
James B. Busey IV
Director
Date: July 31, 1995 By: s/David Lasky
David Lasky
Director
Date: July 31, 1995 By: s/William W. Sihler
William W. Sihler
Director
Date: July 31, 1995 By: s/J. McLain Stewart
J. McLain Stewart
Director
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<PAGE>16
EXHIBIT INDEX
Page
----
Exhibit 05.1 Opinion of Stephen R. Bosin, Esq. 17
Exhibit 23.1 Consent of Price Waterhouse LLP 18
Exhibit 23.1 Consent of Stephen R. Bosin, Esq. 17
- 16 -
EXHIBIT 5.1 & 23.1
August 09, 1995
Curtiss-Wright Corporation
1200 Wall Street West, Suite 501
Lyndhurst, NJ 07071
Re: Registration Statement on Form S-3 and S-8
Gentlemen:
I have acted as counsel for Curtiss-Wright Corporation (the "Corporation"),
in connection with the registration under the Securities Act of 1933, as
amended, on Form S-8 and S-3 (the "Registration Statement") of an aggregate of
90,437 shares (the "Shares") of the Corporation's Common Stock, par value $1.00
per share, which have been issued or are reserved for issuance under or upon
exercise of options granted or which may be granted under the Corporation's
Restricted Stock Purchase Plan, 1979 Restricted Stock Purchase Plan, 1989
Restricted Stock Purchase Plan, Amended 1985 Stock Option Plan and Qualified
Stock Option Plan (collectively, the "Plans").
As counsel for the Corporation, I have examined the proceedings taken and am
familiar with the proceedings proposed to be taken in connection with the
issuance and re-sale of the Shares under the Plans. Further, in connection
with the Registration Statement, I have examined the originals or photocopies
or certified copies of such records of the Corporation, and other documents
deemed relevant and appropriate as the basis for the opinion hereinafter
expressed. In such examination, I have assumed the genuineness of all
signatures, the authenticity of all original documents submitted to me, the
conformity to the originals of all documents submitted to me as certified
copies or photocopies and the authenticity of the originals of such documents.
Based upon such examination, and relying upon statements of fact contained in
the documents which I have examined, I am of the opinion that the Shares have
been duly and validly authorized and, when issued and sold as contemplated by
the Plans, either are or will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 & 23.1 to the
Registration Statement.
Very truly yours,
s/Stephen R. Bosin
Stephen R. Bosin
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 and S-3 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 the
Curtiss-Wright Corporation 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 in such Annual Report
on Form 10-K.
s/Price Waterhouse LLP
Price Waterhouse LLP
Morristown, New Jersey
August 10, 1995
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