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As filed with the Securities and Exchange Commission on December 5, 1994
Registration No. 33-
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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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CARLISLE COMPANIES INCORPORATED
(Exact name of issuer as specified in its charter)
Delaware 31-1168055
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(State of Incorporation) (I.R.S. Employer Identification No.)
250 South Clinton Street; Suite 201
Syracuse, New York 13202-1258
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(Address of Principal Executive (Zip Code)
Offices)
CARLISLE COMPANIES INCORPORATED
EXECUTIVE INCENTIVE PROGRAM
(Full Title of the Plan)
STEPHEN P. MUNN
250 South Clinton Street, Suite 201
Syracuse, New York 13202-1258
(Name and address of agent for service)
Telephone number, including area code,
of agent for service (315) 474-2500
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amount of
Securities to registered (1) maximum maximum registration
be registered (1) offering aggregate fee
price per offering
share (2) price (2)
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Common Stock, 600,000 shares $ 33.44 $ 20,064,000 $ 6,919
Par Value
$1.00
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(1) This registration statement also covers such indeterminable number of
additional shares of Common Stock of Carlisle Companies Incorporated as may
become issuable with respect to all or any of such shares pursuant to the
antidilution provisions of the Plan.
(2) Inserted solely for purposes of computing the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, upon
$33.44 per share, the average of the high and low prices of the Common Stock on
November 30, 1994 as reported on the New York Stock Exchange.
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This registration statement is filed pursuant to General Instruction E and
relates to additional securities of the same class as those for which
registration statement number 33-28052, filed with the commission on April 19,
1989, is incorporated herein by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of Carlisle Companies Incorporated (the "Company"
or the "registrant"), are incorporated by reference in this registration
statement. In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (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 reference into this registration statement and to be a part
hereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;
(b) The Company's definitive proxy statement dated March 9, 1994;
(c) All other reports filed pursuant to Section 13(a) or Section 15(d)
of the Exchange Act since December 31, 1993; and
(d) The descriptions of the Common Stock and related Preferred Stock
Purchase Rights contained in the Company's Registration Statement on
Form 8-B (Registration No. 1-9278) filed under the Exchange Act,
which also incorporates by reference information presented in the
Company's Registration Statement on Form S-4 (Registration No.
33-3661) filed under the Securities Act of 1933, as amended, and
in the Company's Form 8-A filed February 14, 1989 (effective on
March 29, 1989).
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Scott C. Selbach, Vice President & General Counsel of the Company, who
has provided the opinion of counsel required by Item 601(b)(5) of Regulation S-
K, was, as of November 30, 1994, the beneficial owner of 21,685 shares of the
Company's common stock, including 16,333 shares subject to acquisition by the
exercise of stock options within 60 days and 1,225 shares allocated to his
account under the Company's Employee Incentive Savings Plan.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes certain
indemnification by the Company to directors, officers and other persons and
authorizes the Company to purchase insurance against such liabilities.
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This section allows indemnification by the Company to any person made or
threatened to be made a party to any proceedings, other than a proceeding by or
in the right of the Company, by reason of the fact that such person is or was a
director, officer, employee or agent of the Company, or was serving at the
request of the Company in a similar capacity with another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including judgments and fines, if that person acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interest of the
Company and, with respect to criminal actions, in which such person had no
reasonable cause to believe that the person's conduct was unlawful. Similar
provisions apply to actions brought by or in the right of the Company, except
that no indemnification shall be made in such cases when the person shall have
been adjudged to be liable to the Company unless determined otherwise by the
court in which the action was brought. Determinations regarding indemnification
are to be made by a majority vote of a quorum of disinterested directors or the
written opinion of independent legal counsel or by stockholders or by the court.
The Company's Certificate of Incorporation extends similar rights of
indemnification.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement.
4.1 - Restated Certificate of Incorporation as amended
April 22, 1991*
4.2 - Stockholders' Rights Agreement, February 8, 1989**
5 - Opinion of Counsel
23.1 - Consent of Independent Auditors
23.2 - Consent of Counsel (included in Exhibit 5)
24 - Power of Attorney
__________________
* Filed as an exhibit to the Company's annual report on Form 10-K for the
year ended December 31, 1991 and incorporated herein by reference.
** Filed as an exhibit to the Company's annual report on Form 10-K for the
year ended December 31, 1988 and incorporated herein by reference.
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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 registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration statement;
(iii) 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:
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Company's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934, as amended (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, as amended) 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
THE COMPANY
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Syracuse, State of New York as of
November 30, 1994.
CARLISLE COMPANIES INCORPORATED
By: /s/ Stephen P. Munn
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Stephen P. Munn, Chairman,
President and Chief Executive
Officer
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 indicated as of November 30, 1994.
Signature and Title
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/s/ Stephen P. Munn Chairman, President, Chief Executive Officer
- -------------------------------- (principal executive officer) and Director
Stephen P. Munn
/s/ Dennis J. Hall Executive Vice President, Treasurer and
- -------------------------------- Chief Financial Officer (principal
Dennis J. Hall financial officer)
/s/ James B. Pineau Vice President and Controller
- -------------------------------- (principal accounting officer)
James B. Pineau
/s/ Magalen O. Bryant /s/ Henry J. Forrest
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Magalen O. Bryant, Director Henry J. Forrest, Director
/s/ Donald G. Calder /s/ David G. Thomas
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Donald G. Calder, Director David G. Thomas, Director
/s/ Paul J. Choquette, Jr. /s/ Stephen P. Munn
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Paul J. Choquette, Jr., Director Stephen P. Munn, Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit No. Description Page
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5 Opinion of Counsel II-6
23.1 Consent of Independent Auditors II-7
23.2 Consent of Counsel II-6
(Included in Exhibit 5)
24 Power of Attorney II-8
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Exhibit 5
November 30, 1994
The Board of Directors
Carlisle Companies Incorporated
250 South Clinton Street; Suite 201
Syracuse, NY 13202-1258
Dear Board of Directors:
I have acted as Counsel for Carlisle Companies Incorporated (the "Company")
in connection with the proposed issuance of up to 600,000 shares of its Common
Stock, $1.00 par value, under its Executive Incentive Program (the "Program")
pursuant to a Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Registration Statement").
In connection with the opinions set forth below, I have examined such
records and documents and have made such investigations of law and fact as I
have deemed necessary.
Based upon the foregoing, it is my opinion that the shares of Common Stock
which may be issued or transferred or sold pursuant to the Program will, when
issued, delivered and paid for, be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the references to me in the Registration
Statement.
Very truly yours,
/s/ Scott C. Selbach
Scott C. Selbach
Vice President and
General Counsel
SCS/ald
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
To Board of Directors
Carlisle Companies Incorporated:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Syracuse, New York
November 28, 1994
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Exhibit 24
POWER OF ATTORNEY
We, the undersigned, directors of Carlisle Companies Incorporated hereby
appoint Stephen P. Munn and Dennis J. Hall or either of them, our true and
lawful attorneys and agents, to do any and all acts and things in our name and
on our behalf in our capacities indicated below, which said attorneys and
agents, or each of them may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with a Registration Statement on Form S-8 to be filed in
connection with the corporation's Executive Incentive Program, including,
without limitation, power and authority to sign for us, or any of us, in our
names in the capacities indicated below, any and all amendments (including post-
effective amendments) to such Registration Statement, and we hereby ratify and
confirm all that said attorneys and agents, or each of them, shall do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed below by the following persons as of
November 30, 1994 in the capacities indicated:
/s/ Stephen P. Munn Director
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Stephen P. Munn
/s/ Magalen O. Bryant Director
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Magalen O. Bryant
/s/ Donald G. Calder Director
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Donald G. Calder
/s/ Paul J. Choquette, Jr. Director
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Paul J. Choquette, Jr.
/s/ Henry J. Forrest Director
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Henry J. Forrest
/s/ George L. Ohrstrom Director
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George L. Ohrstrom
/s/ Eriberto R. Scocimara Director
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Eriberto R. Scocimara
/s/ David G. Thomas Director
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David G. Thomas
/s/ Erskine N. White, Jr. Director
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Erskine N. White, Jr.
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