<PAGE> 1
As filed with the Securities and Exchange Commission on July 23, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CHART INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 34-1712937
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
35555 Curtis Boulevard
Eastlake, Ohio 44095
(Address of principal executive offices, including zip code)
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CHART INDUSTRIES, INC. KEY EMPLOYEES STOCK OPTION PLAN
(Full title of the plan)
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Arthur S. Holmes Copy to:
Chairman and Chief Thomas F. McKee, Esq.
Executive Officer Calfee, Halter & Griswold
Chart Industries, Inc. 1400 McDonald Investment Center
35555 Curtis Boulevard 800 Superior Avenue
Eastlake, Ohio 44095 Cleveland, Ohio 44114
(216) 946-2525 (216) 622-8200
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price (1) fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share, issuable 100,000 $13.1875 $1,318,750 $455
upon exercise of options shares (2)
- ---------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high and
low sales price of the Common Stock of Chart Industries, Inc. reported on
the New York Stock Exchange on July 17, 1996.
(2) The 100,000 shares of Common Stock being registered are issuable upon
exercise of options to be granted pursuant to the Chart Industries, Inc.
Key Employees Stock Option Plan.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of those certain Registration Statements on Form S-8,
Registration Nos. 33-58446 and 33-92346, are incorporated herein by reference.
ITEM 8. EXHIBITS.
In addition to the Exhibits contained in the Registration Statements on
Form S-8, Registration No. 33-58446 and 33-92346, which are incorporated herein
by reference, see the Exhibit Index at Page E-1 of this Registration Statement.
<PAGE> 3
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 Cleveland, State of Ohio, on July 18, 1996.
CHART INDUSTRIES, INC.
By: /s/ Arthur S. Holmes
---------------------------------
Arthur S. Holmes, Chairman and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, hereby constitutes and appoints Arthur S. Holmes, Don
A. Baines, Thomas F. McKee and Thomas A. Fullmer, or any one or more of them,
his attorneys-in-fact and agents, each with full power of substitution and
resubstitution for him in any and all capacities, to sign any or all amendments
or post-effective amendments to this Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-in-fact and
agents or his substitute or substitutes may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated on July 18, 1996.
Signature Title
--------- -----
/s/ Arthur S. Holmes Chairman and Chief Executive
- ------------------------- Officer and a Director (Principal Executive Officer)
Arthur S. Holmes
/s/ Don A. Baines Chief Financial Officer and Treasurer and a Director
- ------------------------- (Principal Financial and Accounting Officer)
Don A. Baines
/s/ Charles S. Holmes Director
- -------------------------
Charles S. Holmes
/s/ Lazzaro G. Modigliani Director
- -------------------------
Lazzaro G. Modigliani
/s/ Richard J. Campbell Director
- -------------------------
Richard J. Campbell
II-2
<PAGE> 4
EXHIBIT 5.1
July 18, 1996
Chart Industries, Inc.
35555 Curtis Boulevard
Eastlake, Ohio 44095
We are familiar with the proceedings taken and proposed to be
taken by Chart Industries, Inc., a Delaware corporation (the "Company"), with
respect to 100,000 shares of Common Stock, par value $.01 per share (the "Key
Employees Shares"), of the Company to be offered and sold from time to time
pursuant to the Company's Key Employees Stock Option Plan (the "Key Employees
Plan"). As counsel for the Company, we have assisted in the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission to effect the
registration of the Key Employees Shares under the Securities Act of 1933, as
amended.
In this connection, we have examined the Certificate of
Incorporation and the By-Laws of the Company, each as currently in effect,
records of proceedings of the Board of Directors and stockholders of the
Company, and such other records and documents as we have deemed necessary or
advisable to render the opinion contained herein. Based upon our examination and
inquiries, we are of the opinion that the Key Employees Shares, when offered and
sold pursuant to the terms and conditions of the Key Employees Plan, will be
legally issued, fully paid and nonassessable.
We are attorneys licensed to practice law in the State of
Ohio. The opinion expressed herein is limited solely to the laws of the State of
Ohio and the General Corporation Law of the State of Delaware and we express no
opinion under the laws of any other jurisdiction.
This opinion is delivered to you solely in connection with the
filing of the Registration Statement with respect to the Key Employees Shares,
and this letter and the opinion stated herein may not be relied upon for any
other purpose or by any persons other than Directors and officers of the
Company.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Respectfully submitted,
CALFEE, HALTER & GRISWOLD
II-3
<PAGE> 5
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement (Form S-8) pertaining to the Chart Industries, Inc. Key
Employees Stock Option Plan of our report dated February 6, 1996 with respect to
the consolidated financial statements of Chart Industries, Inc. included in the
Annual Report (Form 10-K) for the year ended December 31, 1995.
ERNST & YOUNG LLP
Cleveland, Ohio
July 19, 1996
II-4
<PAGE> 6
EXHIBIT 23.2
CONSENT OF COUNSEL
The consent of Calfee, Halter & Griswold is contained in their
opinion filed as Exhibit 5.1 to this Registration Statement.
II-5
<PAGE> 7
EXHIBIT 24.1
CHART INDUSTRIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Chart Industries, Inc.
hereby constitutes and appoints Arthur S. Holmes, Don A. Baines, Thomas F. McKee
and Thomas A. Fullmer, or any one or more of them, its attorneys-in-fact and
agents, each with full power of substitution and resubstitution for it in any
and all capacities, to sign any or all amendments or post-effective amendments
to this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio on July 18, 1996.
CHART INDUSTRIES, INC.
By: /s/ Arthur S. Holmes
------------------------------
Arthur S. Holmes, Chairman
and Chief Executive Officer
II-6
<PAGE> 8
EXHIBIT 24.1
(Continued)
CHART INDUSTRIES, INC.
CERTIFIED RESOLUTIONS
I, THOMAS F. McKEE, Secretary of Chart Industries, Inc., a
Delaware corporation (the "Company"), do hereby certify that the following is a
true copy of a resolution adopted by the Board of Directors on May 2, 1996, and
that the same has not been changed and remains in full force and effect.
RESOLVED, that Arthur S. Holmes, Don A. Baines, Thomas F.
McKee and Thomas A. Fullmer, be, and each of them hereby is, appointed as the
attorney of Chart Industries, Inc., with full power of substitution and
resubstitution for and in the name, place and stead of the Company to sign,
attest and file a Registration Statement on Form S-8, or any other appropriate
form that may be used from time to time, with respect to the issue, sale and
grant of the Key Employees Shares, and any and all amendments and exhibits to
such Registration Statement, any and all applications or other documents to be
filed with the Securities and Exchange Commission or any securities exchange
pertaining to the listing thereon of the Key Employees Shares covered by such
Registration Statement or pertaining to such registration, and any and all
applications or other documents to be filed with any governmental or private
agency or official relative to the registration of the Key Employees Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorneys or any such substitute or substitutes
and, without implied limitation, including in the above the authority to do the
foregoing things on behalf of the Company in the name of the person so acting or
on behalf and in the name of any duly authorized officer of the Company; and the
Chairman and Chief Executive Officer and the Chief Financial Officer and
Treasurer of the Company be, and each of them hereby is, authorized for an on
behalf of the Company to execute a Power of Attorney evidencing the foregoing
appointment.
/s/ Thomas F. McKee
-------------------------------
Thomas F. McKee, Secretary
Dated: July 18, 1996
II-7
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CHART INDUSTRIES, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NO.
<S> <C>
5.1 Opinion of Calfee, Halter & Griswold as to the validity of the securities
being offered. (See page II-3 of this Registration Statement.)
23.1 Consent of Ernst & Young. (See page II-4 of this Registration
Statement.)
23.2 Consent of Calfee, Halter & Griswold. (See page II-5 of this Registration
Statement.)
24.1 Power of Attorney and related certified resolution. (See pages II-6 and
II-7 of this Registration Statement.)
99.1 Amendment No. 2 to Key Employees Stock Option Plan of the Company.
</TABLE>
E-1
<PAGE> 1
Exhibit 99.1
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CHART INDUSTRIES, INC.
AMENDMENT NO. 2 TO
KEY EMPLOYEES STOCK OPTION PLAN
Chart Industries, Inc. ("Chart") hereby adopts Amendment
No. 2 to the Chart Industries, Inc. Key Employees Stock Option Plan
(the "Plan") subject to the terms and provisions set forth below.
Capitalized terms used but not defined herein shall have the
meanings as set forth in the Plan.
1. Section 6 of the Plan is deleted in its entirety
and replaced as follows:
"6. SHARES SUBJECT TO THE PLAN. Subject to the provisions of
Section 9 concerning payment for stock appreciation rights in
shares of Common Stock and subject to the provisions of the
next succeeding paragraph of this Section 6, the aggregate
number of shares of Common Stock for which options may be
granted under the Plan shall be Six Hundred Fifteen Thousand
(615,000) shares of Common Stock. Either treasury or
authorized and unissued shares of Common Stock, or both, in
such amounts, within the maximum limits of the Plan, as the
Committee shall from time to time determine, may be so issued.
All shares of Common Stock which are the subject of any
lapsed, expired or terminated options may be made available
for reoffering under the plan to any Key Employee. If an
option granted under this Plan is exercised pursuant to the
terms and conditions determined by the Committee under
Subsection 7(d), and a stock appreciation right is not granted
in conjunction with the option pursuant to Section 9, any
shares of Common Stock which are the subject thereof shall not
thereafter be available for reoffering under the Plan to any
Key Employee. If a stock appreciation right is granted in
conjunction with an option pursuant to Section 9, and if the
option agreement with the Optionee provides that exercise of
the stock appreciation right shall be in lieu of exercise of
the options, and the stock appreciation right is thereafter
exercised in whole or in part, then the option or the portion
thereof with respect to which the stock appreciation right was
exercised shall be deemed to have been canceled and the shares
of Common
<PAGE> 2
Stock which otherwise would have been issued upon exercise of
such option, to the extent not used in payment for the stock
appreciation rights, may be made available for reoffering
under the Plan to any Key Employee.
In the event that subsequent to the date of adoption of the
Plan by the Board, the outstanding shares of Common Stock are,
as a result of a stock split, stock dividend, combination or
exchange of shares, exchange for other securities,
reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or other such change,
including without limitation any transaction described in
Section 424(a) of the Code, increased or decreased or changed
into or exchanged for a different number or kind of shares of
stock or other securities of the Company, then (i) there shall
automatically be substituted for each share of Common Stock
subject to an unexercised option granted under the Plan and
each share of Common Stock available for additional grants of
options under the Plan the number and kind of shares of stock
or other securities into which each outstanding share of
Common Stock shall be exchanged, (ii) the option price per
share of Common Stock or unit of securities shall be increased
or decreased proportionately so that the aggregate purchase
price for the securities subject to the option shall remain
the same as immediately prior to such event, and (iii) the
Committee shall make such other adjustments to the securities
subject to options, the provisions of the Plan, and option
agreements as may be appropriate, equitable and in compliance
with the provisions of Section 424(a) of the Code to the
extent applicable and any such adjustment shall be final,
binding and conclusive as to each Optionee. Any such
adjustment shall provide for the elimination of fractional
shares."
2. A new Section 17 is added to the Plan as follows:
"17. GRANTS TO ANY ONE INDIVIDUAL. The maximum number of
shares subject to options which may be granted to any one Key
Employee during the term of the Plan is three hundred thousand
(300,000) of the shares available under the Plan.
<PAGE> 3
IN WITNESS WHEREOF, CHART INDUSTRIES, INC., by its appropriate
officers duly authorized, has executed this instrument this 2nd day of May,
1996.
CHART INDUSTRIES, INC.
By: /s/ Arthur S. Holmes
____________________________
Arthur S. Holmes,
Chairman and Chief
Executive Officer
And: /s/ Don A. Baines
___________________________
Don A. Baines, Chief
Financial Officer and
Treasurer
