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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 2000.
REGISTRATION NO. _____
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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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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact name of Registrant as Specified in its Charter)
DELAWARE 25-1615902
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 AIR BRAKE AVENUE
WILMERDING, PENNSYLVANIA 15148-0001
(Address, including zip code, of Registrant's Principal Executive Offices)
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
1995 NON-EMPLOYEE DIRECTORS' FEE AND
STOCK OPTION PLAN
(Full Title of the Plan)
ROBERT J. BROOKS
CHIEF FINANCIAL OFFICER AND SECRETARY
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
1001 AIR BRAKE AVENUE
WILMERDING, PENNSYLVANIA 15148-0001
(412) 825-1000
(Name and address, including zip code and telephone number,
including area code, of agent for service)
COPY TO:
PASQUALE D. GENTILE, ESQUIRE
REED SMITH SHAW & MCCLAY LLP
435 SIXTH AVENUE
PITTSBURGH, PA 15219
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount Maximum Maximum Amount Of
to be To Be Offering Price Aggregate Registration
registered Registered(1) Per Share(2) Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 400,000 $9.875 $3,950,000 $1042.80
share . . . . . . . . . . . . . . . shares
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(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance under the
Westinghouse Air Brake Technologies Corporation 1995 Non-employee Directors' Fee
and Stock Option Plan as a result of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock.
(2) Estimated pursuant to Rules 457(h) and (c), solely for the purpose of
calculating the registration fee. The price per share is estimated to be $9.875,
based on the average of the high and low sales price of the Common Stock as
reported on the New York Stock Exchange Composite transactions listing for June
26, 2000 as quoted in the Wall Street Journal.
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PART II
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Form S-8 Registration Statement is being filed pursuant to
paragraph E of the general instructions to Form S-8 to register an additional
400,000 shares of Common Stock, $.01 par value per share, being offered under
the Westinghouse Air Brake Technologies Corporation (the "Company") 1995
Non-Employee Directors' Fee and Stock Option Plan (the "Plan").
The contents of the Company's initial Form S-8 Registration Statement
with respect to the Plan, File No. 333-02979 (the "Original S-8") which was
filed with the Securities and Exchange Commission on April 30, 1996, are hereby
incorporated by reference to this Form S-8 Registration Statement, except to the
extent modified below.
ITEM 8. EXHIBITS.
Exhibit
No.
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4.1 Restated Certificate of Incorporation of the Company dated
January 30, 1995, as amended March 30, 1995, incorporated
herein by reference to the Company's Registration Statement on
Form S-1 (Registration No. 33-90866) filed with the Commission
on April 3, 1995.
4.2 Amended and Restated Bylaws of the Company, as adopted
effective November 19, 1999, incorporated herein by reference
to Exhibit 3.3 of the Company's Registration Statement on Form
S-4/A (Registration No. 333-88903) filed with the Commission
on October 15, 1999.
5.1 Opinion of Reed Smith Shaw & McClay as to the legality of the
Common Stock, filed herewith.
23.1 Consent of Reed Smith Shaw & McClay (included in Exhibit 5.1
filed herewith).
23.2 Consent of Arthur Andersen LLP, independent accountants, filed
herewith.
24.1 Power of Attorney, contained on the signature page to this
Registration Statement.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") 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 WILMERDING, STATE OF PENNSYLVANIA, ON
THE 22ND DAY OF MARCH, 2000.
WESTINGHOUSE AIR BRAKE TECHNOLOGIES
CORPORATION
BY /s/ WILLIAM E. KASSLING
--------------------------------------------
WILLIAM E. KASSLING, CHAIRMAN OF THE
BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William E. Kassling and Robert J. Brooks,
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
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 and necessary to be done, as
fully to all intents and purposes as he or she 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 or her substitutes, may lawfully do or cause to be
done by virtue thereof
PURSUANT TO THE REQUIREMENTS OF THE ACT, THIS REGISTRATION STATEMENT
HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 22ND
DAY OF MARCH, 2000.
Name Title
---- -----
/s/ WILLIAM E. KASSLING Chairman of the Board, President
------------------------------------ and Chief Executive Officer
William E. Kassling (principal executive officer)
/s/ ROBERT J. BROOKS Chief Financial and
------------------------------------ Accounting Officer and Director
Robert J. Brooks (principal financial and
principal accounting officer)
/s/ GILBERT E. CARMICHAEL Director
------------------------------------
Gilbert E. Carmichael
/s/ GREGORY T. H. DAVIES Director
------------------------------------
Gregory T. H. Davies
/s/ KIM G. DAVIS Director
------------------------------------
Kim G. Davis
/s/ EMILIO A. FERNANDEZ Director
------------------------------------
Emilio A. Fernandez
/s/ LEE B. FOSTER, II Director
------------------------------------
Lee B. Foster, II
-2-
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/s/ JAMES C. HUNTINGTON Director
------------------------------------
James C. Huntington
/s/ JAMES P. KELLEY Director
------------------------------------
James P. Kelley
/s/ JAMES P. MISCOLL Director
------------------------------------
James P. Miscoll
/s/ JAMES V. NAPIER Director
------------------------------------
James V. Napier
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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
1995 NON-EMPLOYEE DIRECTORS' FEE AND
STOCK OPTION PLAN
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REGISTRATION STATEMENT
ON FORM S-8
Exhibit Index
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Exhibit Sequential
No. Document Page
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4.1 Restated Certificate of Incorporation of the Company
dated January 30, 1995, as amended March 30, 1995,
incorporated herein by reference to the Company's
Registration Statement on Form S-1 (Registration
No. 33-90866) filed with the Commission on
April 3, 1995. ---
4.2 Amended and Restated Bylaws of the Company, as adopted
effective November 19, 1999, incorporated herein by reference
to Exhibit 3.3 of the Company's Registration Statement on Form
S-4/A (Registration No. 333-88903)
filed with the Commission on October 15, 1999. ---
5.1 Opinion of Reed Smith Shaw & McClay, as to 4
the legality of the Common Stock, filed
herewith.
23.1 Consent of Reed Smith Shaw & McClay (included
in Exhibit 5.1 filed herewith). ---
23.2 Consent of Arthur Andersen LLP, independent
accountants, filed herewith. 6
24.1 Power of Attorney, contained on the signature page to this Registration Statement.
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