-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pv9hzUFs8W215XVpSRiIfHXb7Cp+T4B88r08Oy7FCsk2GW/QKKf5ranLzppLfdme BC+3QPe/U6DlD5MaYYnkFA== 0000017843-97-000020.txt : 19971126 0000017843-97-000020.hdr.sgml : 19971126 ACCESSION NUMBER: 0000017843-97-000020 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971125 EFFECTIVENESS DATE: 19971125 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARPENTER TECHNOLOGY CORP CENTRAL INDEX KEY: 0000017843 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 230458500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40991 FILM NUMBER: 97728230 BUSINESS ADDRESS: STREET 1: PO BOX 14662 CITY: READING STATE: PA ZIP: 19612-4662 BUSINESS PHONE: 2152082000 MAIL ADDRESS: STREET 1: P O BOX 14662 CITY: READING STATE: PA ZIP: 19612-4662 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 25, 1997 File No. ------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- CARPENTER TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 23-0458500 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 101 West Bern Street Reading, Pennsylvania 19601 (Address of principal executive offices) (Zip Code) CARPENTER TECHNOLOGY CORPORATION STOCK BASED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (Full title of the plan) --------------------------------------------- John R. Welty Vice President, General Counsel and Secretary Carpenter Technology Corporation 101 West Bern Street Reading, Pennsylvania 19601 (Name and address of agent for service) (610) 208-2000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------- Title of Amount Proposed Proposed Amount of securities to be maximum maximum registration to be registered offering aggregate fee registered price per offering share (1) price (1) - -------------------------------------------------------------------------- Common Stock, 293,000 par value shares (2) $47.00 $13,771,000 $4173.03 $5 per share - -------------------------------------------------------------------------- (1) Estimated solely for the purpose of computing the registration fee in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933 on the basis of the average of the high and low prices of the Common Stock of $47.0625 and $46.9375, respectively, as reported on the New York Stock Exchange-Composite Transactions Tape on November 19, 1997. (2) Also registered hereby are such additional indeterminate number of shares of Common Stock of Carpenter Technology Corporation or other securities as may become issuable upon exercise of purchase rights or otherwise by reason of adjustments pursuant to the anti-dilution provisions of the Plan. PRIOR REGISTRATION STATEMENT ---------------------------- This registration statement is filed with the Securities and Exchange Commission (the "Commission") for the purpose of registering additional shares of Common Stock ("Stock") of the registrant in connection with its Stock Based Compensation Plan for Non-Employee Directors (the "Plan"). A registration statement on Form S-8, File No. 33-42536 (the "Prior Registration Statement") was filed in August, 1991 in respect of shares of Stock to be offered pursuant to the version of the Plan then in effect (known as the "1990 Non-Qualified Stock Option Plan for Non-Employee Directors") and is currently effective. The contents of the Prior Registration Statement, to the extent not otherwise amended or superseded by the contents hereof, are incorporated herein by reference. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT. - ------- -------------------------------------------------- Item 3. Incorporation of Documents by Reference. - ------ --------------------------------------- The following documents filed with the Commission by the registrant pursuant to the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by reference: (a) Annual Report on Form 10-K for the year ended June 30, 1997; (b) Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 and all other reports filed pursuant to Section 13(a) of the Exchange Act since June 30, 1997; and (c) Description of the registrant's Common Stock contained in the registrant's Registration Statement on Form 8-B. In addition, all documents subsequently filed by the registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing with the Commission of a post-effective amendment which (i) indicates that all securities registered hereby have been sold or (ii) effects the deregistration of the balance of such securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. - ------ ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. - ------ -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. - ------ ----------------------------------------- The contents of Item 6 of the Prior Registration Statement are hereby incorporated by reference herein. Item 7. Exemption from Registration Claimed. - ------ ----------------------------------- Not applicable. Item 8. Exhibits. - ------ -------- Reference is made to the Exhibit Index which appears at page 7 of this Registration Statement for a detailed list of the exhibits filed as a part hereof. Item 9. Undertakings. - ------ ------------ The contents of Item 9 of the Prior Registration Statement are hereby incorporated by reference herein. 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 Reading, Pennsylvania, on November 25, 1997. CARPENTER TECHNOLOGY CORPORATION By: S/Robert W. Cardy ---------------------------- Robert W. Cardy Chairman of the Board, President & Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by or on behalf of the following persons in the capacities indicated on November 25, 1997. Signature Title --------- ----- S/Robert W. Cardy - ----------------------------- Chairman of the Board, President Robert W. Cardy & Chief Executive Officer S/G. Walton Cottrell - ----------------------------- Senior Vice President-Finance G. Walton Cottrell & Chief Financial Officer S/Edward B. Bruno - ----------------------------- Controller Edward B. Bruno *Marcus C. Bennett Director *William S. Dietrich II Director *C. McCollister Evarts Director *J. Michael Fitzpatrick Director *William J. Hudson, Jr. Director *Edward W. Kay Director *Robert J. Lawless Director *Marlin Miller, Jr. Director *Peter C. Rossin Director *Kathryn C. Turner Director *Kenneth L. Wolfe Director S/John R. Welty *By: ---------------------------- John R. Welty, Attorney-in-Fact, Pursuant to Power of Attorney EX-99 2 EXHIBIT INDEX EXHIBIT INDEX ------------- Sequential Numbering Exhibit No. Description of Exhibit Page No. - ----------- ---------------------- ---------- 4.01 Certificate of Incorporation of -- registrant, as amended and restated (incorporated by reference to Exhibit 3A to registrant's Annual Report on Form 10-K for year ended June 30, 1987, filed under Securities Exchange Act of 1934, as amended). 4.02 By-laws of registrant, as amended on -- December 5, 1996 (incorporated by reference to Exhibit 3 to registrant's Quarterly Report on Form 10-Q for three month period ended December 31, 1996, filed under Securities Exchange Act of 1934, as amended). 4.03 Restated Rights Agreement dated as -- of May 11, 1989 between registrant and Morgan Guaranty Trust Company of New York, as Rights Agent as amended effective April 23, 1996 (incorporated by reference to Exhibit 1 to registrant's Current Report on Form 8-K dated April 23, 1996, filed under Securities Exchange Act of 1934, as amended). Sequential Numbering Exhibit No. Description of Exhibit Page No. - ----------- ---------------------- ---------- 5.01 Opinion of John R. Welty, Esq., as 9 to legality of securities being registered. 23.01 Consent of Coopers & Lybrand L.L.P. 10 to incorporation by reference of their report dated July 28, 1997 with respect to the consolidated financial statements and related schedule of registrant and subsidiaries at June 30, 1997 and June 30, 1996 and for each of the three years in the period ended June 30, 1997. 23.02 Consent of John R. Welty, Esq. 9 (contained in opinion filed as Exhibit 5.01 to this registration statement). 24.01 Powers of Attorney executed by 11 certain directors of registrant, authorizing execution of Registration Statement on each such director's respective behalf by persons designated therein. EX-5 3 OPINION OF COUNSEL November 25, 1997 Carpenter Technology Corporation 101 West Bern Street Reading, PA 19601 Re: Non-Qualified Stock Option Plan for Non-Employee Directors: Form S-8 Registration Statement -------------------------------- Gentlemen: I have acted as counsel in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement"), to be filed today with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to an aggregate of 293,000 shares (the "Shares") of Common Stock, par value $5 per share, to be offered pursuant to the Corporation's Stock Based Compensation Plan for Non-Employee Directors (the "Plan"). The Plan provides that the Shares may be either (i) newly issued from the corporation's reserve of authorized but previously unissued shares, or (ii) previously outstanding shares acquired by the Corporation and held in its treasury. I, or others under my direction, have examined the Plan and such corporate records and other documents and matters as I have considered appropriate to enable me to give this opinion. Based on the foregoing, it is my opinion that the Shares, to the extent they are newly issued, have been duly authorized and when issued and sold in accordance with the provisions of the Plan will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, S/John R. Welty JOHN R. WELTY Vice President, General Counsel and Secretary JRW:cas EX-23 4 CONSENT OF ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our reports dated July 28, 1997, on our audits of the consolidated financial statements and the consolidated financial statement schedule of Carpenter Technology Corporation and subsidiaries as of June 30, 1997 and 1996 and for each of the three years in the period ended June 30, 1997. S/Coopers & Lybrand L.L.P. Coopers & Lybrand L.L.P Philadelphia, Pennsylvania November 25, 1997 EX-24 5 POWER OF ATTORNEY POWER OF ATTORNEY The undersigned hereby constitutes and appoints Robert W. Cardy, G. Walton Cottrell and John R. Welty, and each of them, with full power to act without the others, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering 293,000 shares of Common Stock of CARPENTER TECHNOLOGY CORPORATION (the "Corporation") in conjunction with amendment and restatement of the Corporation's Non-Qualified Stock Option Plan for Non-Employee Directors to establish the Carpenter Technology Corporation Stock Based Compensation Plan for Non-Employee Directors; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned might or could do in person, hereby ratifying and confirming all that such 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 thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 11th day of November, 1997. s/ Those persons listed as directors on the signature page hereof ----------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----