Registration No. 333-_______
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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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CRANE CO.
(Exact name of registrant as specified in its charter)
DELAWARE 13-1952290
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06902
(Address of principal executive offices)
CRANE CO. 2007 STOCK INCENTIVE PLAN
(Full title of the plan)
AUGUSTUS I. DUPONT
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CRANE CO.
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06902
(Name and address of agent for service)
(203) 363-7300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
SECURITIES REGISTERED (1) MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING PRICE
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Common Stock, par value $1.00 2,404,219 $40.965(4) $98,488,831.34 $3,023.61 (5)
per share (2)
595,781 (3)
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(1) This Registration Statement also registers additional securities to
be offered or issued upon adjustments or changes made to registered securities
by reason of any stock splits, stock dividends or similar transactions as
permitted by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as
amended (the "Securities Act").
(2) Includes preferred stock purchase rights. Prior to the occurrence
of certain events, the preferred stock purchase rights will not be evidenced
separately from the common stock.
(3) In accordance with Instruction E of Form S-8, in addition to the
2,404,219 new shares of the Registrant's common stock being registered
hereunder, the Registrant hereby carries forward, and this Registration
Statement shall be deemed to apply to, 595,781 shares of the Registrant's
common stock previously registered, but not used, under a Registration Statement
on Form S-8 (File No. 333-114849) filed by the Registrant on April 26, 2004 (the
"2004 Plan Registration Statement") registering shares of the Registrant's
common stock to be offered under the Registrant's 2004 Stock Incentive Plan. In
conjunction with the filing of this Registration Statement, the Registrant is
filing a Post-Effective Amendment to the 2004 Plan Registration Statement
acknowledging the transfer of shares to this Registration Statement.
(4) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h). The fee is calculated on the basis of the average
of the high and low trading prices for the Registrant's common stock on
April 16, 2007, as reported on the New York Stock Exchange Composite Tape.
(5) Aggregate registration fees of $18,659 were paid in connection with
the shares of the Registrant's common stock registered under the 2004 Plan
Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference into
this Registration Statement:
The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2006, as filed on March 1, 2007 (File No. 001-01657).
All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2006.
The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A filed under Section 12(b) of the
Exchange Act, including all amendments and reports updating such description.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of filing of such document with the Commission until the
information contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration Statement or
by any document which constitutes part of the prospectus relating to the 2007
Stock Incentive Plan meeting the requirements of Section 10(a) of the Securities
Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration
Statement is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the common stock to which this Registration Statement
relates has been passed upon for the Registrant by Augustus I. duPont, Vice
President, General Counsel and Secretary of the Registrant. As of April 23,
2007, Mr. duPont beneficially owned 85,626 shares of the Registrant's common
stock and held options to purchase 400,112 shares of the Registrant's common
stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for
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liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. Article IX of the Company's Certificate of
Incorporation provides that the personal liability of directors of the Company
is eliminated to the fullest extent permitted by Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has the power to
indemnify directors and officers under certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of his being a director or officer of the
corporation if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provision. Article X of the
Company's By-Laws provides that the Company will indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he is or was an
authorized representative of the Company, against all expenses (including
attorneys' fees) and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if it is
determined that he acted in accordance with the applicable standard of conduct
set forth in Article X. Article X further permits the Company to maintain
insurance on behalf of any such person against any liability asserted against
such person and incurred by such person in any such capacity or arising out of
his status as such, whether or not the Company would have the power to indemnify
such person against such liability under Article X.
The Company maintains standard policies of insurance under which
coverage is provided (a) to its directors and officers against loss arising from
claims made by reason of breach of duty or other wrongful act and (b) to the
Company with respect to payments which may be made by the Company to such
officers and directors pursuant to the above indemnification provisions or
otherwise as a matter of law.
The Company has entered into agreements with each of its directors and
officers pursuant to which the Company has agreed to indemnify such directors
and officers, and to advance expenses in connection therewith, to the fullest
extent permitted by law, and to maintain directors' and officers' liability
insurance on behalf of such indemnified persons unless, in the business judgment
of the Board of Directors of the Company, the premium cost for such insurance is
substantially disproportionate to the amount of coverage or the coverage is so
limited by exclusions that there is insufficient benefit from such insurance.
The agreements further provide that, if indemnification is not available, then
in any case in which the Company is jointly liable with the indemnified person
the Company will contribute to the fullest extent permitted by law to the amount
of expenses, judgments, fines and settlements paid or payable by the indemnified
person in such proportion as is appropriate to reflect the relative benefits
received, and the relative fault of, the Company and the indemnified person.
Such rights cannot be modified, except as required by law, by any change in the
Company's Certificate of Incorporation or By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3A to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999).
4.2 By-Laws of the Registrant, as amended on April 3, 2001
(incorporated by reference to Exhibit 3 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
2005).
5.1 Opinion of Augustus I. duPont, Esq. regarding the legality
of the shares being registered hereunder (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Augustus I. duPont, Esq. (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(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) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
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(2) That, for the purpose of determining any liability under
the Securities Act, 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,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act 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 may be permitted to 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 Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities 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 Stamford, State of Connecticut, on this 23rd day of
April, 2007.
CRANE CO.
By: /s/ Eric C. Fast
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Eric C. Fast
President, Chief Executive Officer and a Director
We, the undersigned directors and officers of Crane Co., do hereby
constitute and appoint Augustus I. duPont and Christopher Dee, 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 as directors and officers
and to execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act and any rules, regulations and requirements of the Commission, in connection
with this Registration Statement, including specifically, but 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) hereto and we do hereby ratify and confirm all that said attorneys
and agents, or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:
Signature Capacity Date
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/s/ R. S. Evans Chairman of the Board and a Director April 23, 2007
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R. S. Evans
/s/ E. C. Fast President, Chief Executive Officer and a Director April 23, 2007
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E. C. Fast
/s/ J. R. Vipond Vice President, Finance and Chief Financial Officer April 23, 2007
------------------------------------ (Principal Financial Officer)
J. R. Vipond
/s/ J. A. Nano Vice President, Controller (Principal April 23, 2007
------------------------------------ Accounting Officer)
J. A. Nano
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/s/ E. T. Bigelow, Jr. Director April 23, 2007
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E. T. Bigelow, Jr.
/s/ D. G. Cook Director April 23, 2007
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D. G. Cook
Director
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K. E. Dykstra
/s/ R. S. Forte Director April 23, 2007
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R. S. Forte
/s/ D. R. Gardner Director April 23, 2007
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D. R. Gardner
/s/ W. E. Lipner Director April 23, 2007
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W. E. Lipner
/s/ P. R. Lochner, Jr. Director April 23, 2007
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P. R. Lochner, Jr.
/s/ C. J. Queenan, Jr. Director April 23, 2007
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C. J. Queenan, Jr.
/s/ J. L. L. Tullis Director April 23, 2007
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J. L. L. Tullis
/s/ R. F. McKenna Director April 23, 2007
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R. F. McKenna
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3A to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999).
4.2 By-Laws of the Registrant, as amended on April 3, 2001
(incorporated by reference to Exhibit 3 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
2005).
5.1 Opinion of Augustus I. duPont, Esq. regarding the legality
of the shares being registered hereunder (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Augustus I. duPont, Esq. (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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