Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CARLISLE COMPANIES INCORPORATED
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(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 Offices) (Zip Code)
CARLISLE COMPANIES INCORPORATED
EXECUTIVE INCENTIVE PROGRAM
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(Full Title of the Plan)
STEVEN J. FORD
250 South Clinton Street, Suite 201
Syracuse, New York 13202-1258
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(Name and address of agent for service)
(315) 474-2500
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(Telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of maximum aggregate Amount of
Securities Amount to be offering price offering price registration
to be registered registered (1) per share (2) (2) fee
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Common Stock, 1,000,000 shares $42.125 $42,125,000 $11,121
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
$42.125 per share, the average of the high and low prices of the Common
Stock on November 6, 2000 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, registration statement number
33-56735, filed with the Commission on December 5, 1994, is incorporated herein
by reference and registration statement number 333-52411, filed with the
Commission on May 12, 1998, is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not filed pursuant to instructions.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration Statement.
3.1 - Restated Certificate of Incorporation as amended April 22,
1991(i)
3.2 - Certificate of Amendment of the Restated Certificate of
Incorporation, dated December 20, 1996(ii)
3.3 - Certificate of Amendment of the Restated Certificate of
Incorporation dated April 29, 1999(iii)
3.4 - By-Laws of the Company(iv)
4.1 - Executive Incentive Program(v)
4.2 - Amendment to Executive Incentive Program(vi)
5 - Opinion of Counsel
23.1 - Consent of Independent Auditors
23.2 - Consent of Counsel (included in Exhibit 5)
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(i) 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.
(ii) Filed as an Exhibit to the Company's annual report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by reference.
(iii) Filed as an Exhibit to the Company's annual report on From 10-K for the
year ended December 31, 1999 and incorporated herein by reference.
(iv) 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.
(v) Filed as an Exhibit to the Company's registration statement on Form S-8
(No. 333-52411) and incorporated herein by reference.
(vi) Filed with the Company's definitive proxy statement dated March 9, 2000.
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SIGNATURES
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 August 2,
2000.
CARLISLE COMPANIES INCORPORATED
By: /s/ Dennis J. Hall
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Dennis J. Hall, Vice Chairman
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 August 2, 2000.
/s/ Stephen P. Munn
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Stephen P. Munn, Chairman, Chief Executive Officer and a Director
(Principal Executive Officer)
/s/ Dennis J. Hall
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Dennis J. Hall, Vice Chairman and a Director
(Principal Financial Officer and Principal Accounting Officer)
/s/ Robin W. Sternbergh /s/ Peter F. Krogh
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Robin W. Sternbergh, Director Peter F. Krogh, Director
/s/ Paul J. Choquette /s/ G. FitzGerald Ohrstrom
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Paul J. Choquette, Jr., Director G. FitzGerald Ohrstrom, Director
/s/ Peter L.A. Jamieson
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Peter L.A. Jamieson, Director
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INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Page
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5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel
(Included in Exhibit 5)
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