<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1934
CHART INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 34-1712937
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
5885 Landerbrook Drive, Suite 150
Mayfield Heights, Ohio 44124
(440) 753-1490
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
-----------------------
<TABLE>
<S> <C>
Copy to:
ARTHUR S. HOLMES THOMAS F. McKEE, Esq.
Chairman and Chief Executive Officer Calfee, Halter & Griswold LLP
Chart Industries, Inc. 1400 McDonald Investment Center
5885 Landerbrook Drive, Suite 150 800 Superior Avenue
Mayfield Heights, Ohio 44124 Cleveland, Ohio 44114
(440) 753-1490 (216) 622-8200
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of the Registration Statement and
after compliance with applicable state and federal laws.
-----------------------
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. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================== ================ =================== ======================= ===================
PROPOSED MAXIMUM PROPOSED
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
- ------------------------------------ ---------------- ------------------- ----------------------- -------------------
<S> <C> <C> <C> <C> <C>
Common Stock, par value $.01 per 111,165 $18.3125 $2,035,709 $601.00
share
==================================== ================ =================== ======================= ===================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), using the average of the high and low sales prices
of the Common Stock of the Registrant as reported on the New York Stock
Exchange on January 20, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
SUBJECT TO COMPLETION, DATED JANUARY 21, 1998
PROSPECTUS
CHART INDUSTRIES, INC.
111,165 SHARES
COMMON STOCK
($.01 PAR VALUE)
This Prospectus relates to the offering for resale of 111,165 shares of
Common Stock, $.01 par value (the "Common Stock"), of Chart Industries, Inc., a
Delaware corporation (the "Company"). All of the shares of Common Stock being
registered may be offered and sold from time to time by certain selling
stockholders of the Company, or by pledgees, donees, transferees or other
successors in interest. See "Selling Stockholders" and "Manner of Offering." The
Company will not receive any proceeds from the sale of the shares of Common
Stock by the Selling Stockholders.
The Company's Common Stock is traded on the New York Stock Exchange
under the symbol "CTI." On January 13, 1998 the last reported sale price for the
Common Stock was $18.875 per share.
----------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
----------------------------------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus (including the
material incorporated herein by reference) and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or by any other person deemed to be an underwriter. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy the shares covered by this Prospectus by anyone in any state in which such
offer or solicitation is not authorized or in which the person making such offer
or solicitation is not qualified to do so to anyone to whom it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstances create an implication that
there has been no change in the affairs of the Company since the date hereof.
----------------------------------------
The date of this Prospectus is ______________ __, 1998
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission") which may be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549. Such reports, proxy statements and
other information filed by the Company also are available for inspection and
copying at the Commission's Regional Offices located at: Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and at Seven
World Trade Center, 13th Floor, New York, New York 10048-1102. The Commission
maintains a Web site, the address of which is http://www.sec.gov, that contains
reports, proxy and information statements and other information regarding
registrants, including the Company, that file electronically with the
Commission. The Company's Common Stock is listed on the New York Stock Exchange,
and reports, proxy statements and other information concerning the Company may
also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the information that has been incorporated by reference in
this Prospectus (not including exhibits to the information that is incorporated
by reference unless such exhibits are specifically incorporated by reference
into the information that the Prospectus incorporates). Such request should be
directed to Secretary, Chart Industries, Inc., 5885 Landerbrook Drive, Suite
150, Mayfield Heights, Ohio 44124, telephone (440) 753-1490.
The Company hereby incorporates the following documents by reference in
this Prospectus:
(a) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) the Company's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1997, June 30, 1997 (and related 10-Q/A filed October 3,
1997) and September 30, 1997;
(c) the Company's Current Reports on Form 8-K dated May 1,
1997, July 31, 1997, September 17, 1997 and October 14, 1997;
(d) the description of the Company's Common Stock set forth in
the Company's Registration Statement on Form 8-A filed October 2, 1992; and
(e) the consolidated financial statements of the Company
contained in the Company's Registration Statement on Form S-3 (File No.
333-35321).
All documents subsequently filed pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the termination of this offering shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from their respective dates of filing. Any statement contained herein or
in any document incorporated or deemed to be incorporated shall be deemed to be
modified or superseded for all purposes of this Prospectus to the extent that a
statement contained in this Prospectus or in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information...........................................2
Incorporation of Certain Documents By Reference.................2
Statement Regarding Forward-Looking Disclosure..................3
The Company.....................................................3
Selling Stockholders............................................3
Manner of Offering..............................................5
Validity of Shares..............................................5
Experts.........................................................5
</TABLE>
2
<PAGE> 4
STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE
The Company is making this statement in order to satisfy the "safe
harbor" provisions contained in the Private Securities Litigation Reform Act of
1995. This registration statement contains forward-looking statements relating
to the business of the Company. Forward-looking statements contained herein or
in other statements made by the Company and incorporated herein by reference are
made based on management's expectations and beliefs concerning future events
impacting the Company and are subject to uncertainties and factors relating to
the Company's operations and business environment, all of which are difficult to
predict and many of which are beyond the control of the Company, that could
cause actual results of the Company to differ materially from those matters
expressed in or implied by the forward-looking statements. The Company believes
that the following factors, among others, could affect its future performance
and cause actual results of the Company to differ materially from those
expressed in or implied by forward-looking statements made by or on behalf of
the Company: (a) the effect of cyclicality of demand for the Company's products;
(b) risks associated with a small number of customers accounting for a
substantial portion of the Company's net sales; (c) the Company's ability to
execute its growth strategy through the acquisition and integration of
complementary businesses; (d) the Company's ability to compete in the markets it
serves; (e) risks associated with a substantial portion of the Company's
revenues being derived from fixed-price contracts; (f) the Company's ability to
negotiate new collective bargaining agreements with its employees; (g) the
Company's exposure to liability if the Company's products are found to be
defective; (h) variability in the Company's quarterly operating results; (i) the
Company's dependence on key personnel; (j) risks associated with environmental
liability inherent in the nature of the Company's business; and (k) the
Company's ability to protect its intellectual property rights.
THE COMPANY
The Company has its principal executive offices at 5885 Landerbrook
Drive, Suite 150, Mayfield Heights, Ohio 44124, and its telephone number is
(440) 753-1490. As used in this Prospectus, the "Company" shall refer to Chart
Industries, Inc. and its consolidated subsidiaries, unless the context indicates
otherwise.
SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus are being offered
and sold by the stockholders of the Company listed below (the "Selling
Stockholders"). Such shares underlie certain warrants to purchase Common Stock
held by the Selling Stockholders. Such warrants were formerly warrants to
purchase shares of common stock of Cryenco Sciences, Inc. ("Cryenco"), and were
converted into warrants to purchase Common Stock of the Company at the time of
the acquisition of all of the outstanding shares of Cryenco by the Company on
July 31, 1997. The shares of Common Stock underlying the warrants may be sold
from time to time upon the exercise of the warrants by the holders thereof.
The following table shows, as to each Selling Stockholder, the number
of shares owned by each Selling Stockholder prior to this offering and the
number of shares of Common Stock being registered hereby:
<TABLE>
<CAPTION>
Number of Number of
Shares Owned Shares Number of
Prior Offered for Selling Shares Owned
Name to Offering Stockholder's Account After Offering
---- ----------- --------------------- --------------
<S> <C> <C> <C>
Irwin Alfin Profit Sharing Trust 1,006 1,006 0
Jeffrey Bolton 403 403 0
Arthur W. Brill 1,006 1,006 0
Ronald B. Bruder 1,006 1,006 0
Chase Manhattan Bank 7,161 7,161 0
CIT Group/Equity Investments, Inc. 8,289 8,289 0
Cryogenic TADOPTR Company, LLC 3,038 3,038 0
</TABLE>
3
<PAGE> 5
<TABLE>
<S> <C> <C> <C>
Arlene G. Dubin 202 202 0
The Edgehill Corporation 4,125 4,125 0
Michael J. Emont 202 202 0
Alfred B. Engelberg Profit Sharing Trust 1,006 1,006 0
Walter M. Epstein 704 704 0
Barbara G. Harris 202 202 0
Gerald Harris 403 403 0
Don M. Harwell (1) 12,375 12,375 0
Richard Hefter 403 403 0
Don V. Ingram 1,006 1,006 0
International Capital Partners, Inc. (2) 26,400 26,400 0
Kelley Funded Trust 6,033 6,033 0
Mr. & Mrs. Alan W. Livingston 604 604 0
Living Trust
Karla S. Mercer 403 403 0
Mezzanine Capital Corporation 7,425 7,425 0
Limited (3)
Martin P. Michael 403 403 0
Neptune Leasing, Inc. 6,838 6,838 0
Richard D. & Sandra L. Rippe 1,006 1,006 0
Estate of Robert W. Sarnoff 1,006 1,006 0
Alfred Schechter (4) 13,783 13,783 0
Martin J. Schwartz 302 302 0
Michael J. Weinberger 403 403 0
Hazel Kelly Wilson 4,022 4,022 0
- -----------------
<FN>
(1) Vice Chairman of Cryenco until February 1996.
(2) Ajit G. Hutheesing, Chairman of International Capital Partners, Inc.,
served as a director of Cryenco from January 1995 through July 1997.
(3) Mezzanine Capital Corporation Limited held 10.6% of the outstanding
shares of common stock of Cryenco prior to the July 1997 acquisition of
Cryenco by the Company.
(4) Chairman, Chief Executive Officer and President of Cryenco until July 1997.
</TABLE>
4
<PAGE> 6
MANNER OF OFFERING
The shares of Common Stock being registered hereby may be sold from
time to time by the Selling Stockholders, or by pledgees, donees, transferees or
other successors in interest. Sales of the shares of Common Stock may be made on
the New York Stock Exchange or otherwise at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. The shares may be sold pursuant to one or more of the following
types of transactions: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Stockholders may arrange for other
brokers or dealers to participate. Brokers or dealers will receive commissions
or discounts from Selling Stockholders in amounts to be negotiated immediately
prior to sale. Such brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
connection with such sales. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus.
The Company has advised the Selling Stockholders of their obligations
under the Exchange Act to avoid market manipulation of the Common Stock until
the offering pursuant to this Prospectus by all Selling Stockholders has been
completed.
The Company also has advised the Selling Stockholders of their
obligations under the Securities Act to deliver copies of this Prospectus to any
purchaser of their Common Stock.
The Company will not receive any proceeds from the sale of the shares
of Common Stock offered hereby.
VALIDITY OF SHARES
The validity of the Common Stock offered hereby will be passed upon for
the Company by Calfee, Halter & Griswold LLP, Cleveland, Ohio. Thomas F. McKee,
Secretary of the Company, is a partner in the law firm of Calfee, Halter &
Griswold LLP.
EXPERTS
The consolidated financial statements of the Company at December 31,
1996 and 1995, and for each of the three years in the period ended December 31,
1996, included in the Company's Prospectus and Registration Statement on Form
S-3 (File No. 333-35321), have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
The consolidated financial statements of Cryenco at August 31, 1996 and
1995, and for each of the three years in the period ended August 31, 1996,
appearing in the Company's Current Report on Form 8-K dated July 31, 1997, for
the year ended August 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
5
<PAGE> 7
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
--------------------------------------------
The following table sets forth the estimated expenses payable by the
Registrant in connection with the sale and distribution of the Common Stock
registered hereby:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.......... $ 601.00
Accounting fees and expenses................................. $ 10,000.00
Legal fees and expenses...................................... $ 8,000.00
Miscellaneous................................................ $ 1,399.00
Total........................................................ $ 20,000.00
================
</TABLE>
Item 15. Indemnification of Directors and Officers.
------------------------------------------
Section 145 of the Delaware General Corporation Law of the State of
Delaware sets forth the conditions and limitations governing the indemnification
of officers, directors and other persons.
Article VII of the Company's Amended and Restated By-Laws (the
"By-Laws") provides in part that the Company shall indemnify any Director or
officer who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, either civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a Director or officer of the Company, or is or was serving at the
request of the Company, as a Director or officer of certain other entities,
against all expense, liability and loss reasonably incurred or suffered by such
person in connection with such action, suit or proceeding, and under certain
circumstances, whether or not the indemnified liability arises or arose from any
threatened, pending or completed action by or in the right of the Company.
Responsibility for determinations with respect to such indemnification shall be
made by the Board of Directors, by independent legal counsel or by the
stockholders of the Company.
The Company has also entered into indemnity agreements (the "Indemnity
Agreements") with its Directors and officers that expand the protection provided
to the Company's Directors and officers and are based upon sections of the
General Corporation Law of the State of Delaware and Article VII of the
Company's By-Laws that recognize the validity of additional indemnity rights
granted by agreement. The substantive content of the Indemnity Agreements and
Article VII of the By-Laws is substantially the same except that, pursuant to
the Indemnity Agreements, indemnity is expressly provided for settlements in
derivative actions and partial indemnification is permitted in the event that
the Director or officer is not entitled to full indemnification.
Both the General Corporation Law of the State of Delaware and Article
VII of the Company's By-Laws provide that the Company may maintain insurance to
cover loss incurred pursuant to liability of Directors and officers of the
Company, which insurance, if any, may cover liabilities of Directors and
officers of the Company arising under the Securities Act of 1933, as amended
(the "Securities Act").
Item 16. Exhibits.
---------
See the Exhibit Index at page E-1 of this Registration Statement.
Item 17. Undertakings.
-------------
(1) The undersigned Registrant hereby undertakes:
(a) To file, during the period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
II-1
<PAGE> 8
(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
event 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;
PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(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 Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b) 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted for 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 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.
II-2
<PAGE> 9
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland and State of Ohio, as of the 20th day of
January, 1998.
CHART INDUSTRIES, INC.
By: /s/ Arthur S. Holmes
------------------------------------
Arthur S. Holmes
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
Director and/or officer of Chart Industries, Inc., a Delaware corporation,
hereby constitutes and appoints Arthur S. Holmes, James R. Sadowski, Don A.
Baines and Thomas F. McKee, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite, necessary or advisable to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully 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 by the following persons in the
capacities indicated on January 20, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/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/ Richard J. Campbell Director
- -------------------------------
Richard J. Campbell
/s/ Lazzaro G. Modigliani Director
- -------------------------------
Lazzaro G. Modigliani
/s/ Robert G. Turner, Jr. Director
- -------------------------------
Robert G. Turner, Jr.
</TABLE>
II-3
<PAGE> 10
CHART INDUSTRIES, INC.
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF DOCUMENT
NO. -----------------------
---
2.1 Plan and Agreement of Merger, dated April 30, 1997, by and among the
Company, Greenville Tube Corporation, Chart Acquisition Company,
Inc. and Cryenco Sciences, Inc. (incorporated by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K dated July
31, 1997).
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement (File No. 333-35321)).
4.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 4.2 to the Company's Registration Statement
(File No. 333-35321)).
4.3 Specimen Certificate of the Company's Common Stock (incorporated by
reference to Exhibit 4.3 to the Company's Registration Statement
(File No. 333-35321)).
4.4 Credit Agreement by and among the Company, ALTEC International
Limited Partnership, ALTEC, Inc., Chart Management Company, Inc.,
Chart Industries Foreign Sales Corporation, Greenville Tube
Corporation, and Process Systems International Inc. and National
City Bank and NBD Bank, dated July 29, 1997 (incorporated by
reference to Exhibit 10.20 to the Company's Current Report on Form
8-K dated July 31, 1997).
4.5 First Amendment to Credit Agreement by and among the Company, ALTEC
International Limited Partnership, ALTEC, Inc., Chart Management
Company, Inc., Chart Foreign Sales Corporation, Greenville Tube
Corporation and Process Systems International Inc. and National City
Bank and NBD Bank, dated October 8, 1997 (incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K dated
October 14, 1997).
5.1 Opinion of Calfee, Halter & Griswold LLP.
23.1 Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included on the signature pages of this
Registration Statement).
E-1
<PAGE> 1
[CALFEE, HALTER & GRISWOLD LLP LETTERHEAD]
EXHIBIT 5.1
January 20, 1998
Chart Industries, Inc.
5885 Landerbrook Drive
Suite 150
Mayfield Heights, Ohio 44124
We are familiar with the proceedings taken by Chart
Industries, Inc., a Delaware corporation (the "Company"), with respect to
111,165 shares (the "Shares") of the Company's Common Stock, par value $.01 per
share, to be sold by certain selling stockholders (the "Selling Stockholders").
As counsel for the Company, we have assisted in the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission to effect the
registration of the Shares under the Securities Act of 1933, as amended. In this
connection, we have examined the Restated Certificate of Incorporation and the
Amended and Restated By-Laws of the Company, each as currently in effect,
records of proceedings of the Board of Directors of the Company, the warrant
agreements between the Company and the Selling Stockholders pursuant to which
the Shares will be issued (the "Warrant Agreements"), and such other records and
documents as we have deemed necessary or advisable to render the opinions
contained herein.
Based upon our examination and inquiries, we are of the
opinion that the Shares are duly authorized and, when issued in accordance with
the terms of the Warrant Agreements, will be validly issued, fully paid and
nonassessable.
We are attorneys licensed to practice law in the State of
Ohio. The opinions expressed herein are limited solely to the federal law of the
United States of America and the General Corporation Law of the State of
Delaware. We express no opinion as to the effect or applicability of 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 Shares, and this letter
and the opinions stated herein may not be relied upon for any other purpose or
by any persons other than the Directors and executive officers of the Company.
<PAGE> 2
Chart Industries, Inc.
January 20, 1998
Page 2
We consent to the filing of this opinion with the Registration
Statement and to the use of our name therein under the caption "Validity of
Shares."
Respectfully submitted,
CALFEE, HALTER & GRISWOLD LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Chart Industries,
Inc. for the registration of 111,165 shares of its common stock and to the
incorporation by reference therein of our report dated February 3, 1997 (except
Note K, as to which the date is June 30, 1997) with respect to the consolidated
financial statements of Chart Industries, Inc. included in its Registration
Statement (Form S-3 No. 333-35321) and related Prospectus filed with the
Securities and Exchange Commission on September 10, 1997.
We also consent to the incorporation by reference therein of our report dated
October 5, 1996, with respect to the consolidated financial statements of
Cryenco Sciences, Inc. included in Chart Industries, Inc.'s Current Report (Form
8-K) filed with the Securities and Exchange Commission on August 14, 1997.
/s/ Ernst & Young LLP
January 15, 1998
Cleveland, Ohio
