S-8 1 0001.txt CROWN CORK & SEAL 401(K) RETIREMENT SAVINGS PLAN As filed with the Securities and Exchange Commission on March 23, 2001. Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ CROWN CORK & SEAL COMPANY, INC. (Exact name of Registrant as specified in its charter) One Crown Way Pennsylvania Philadelphia, Pennsylvania 19154 23-1526444 (State of Incorporation) (Address of principal (Zip Code) (I.R.S. Employer executive offices) Identification No.) CROWN CORK & SEAL COMPANY, INC. 401(K) RETIREMENT SAVINGS PLAN (Full Title of the Plan) William T. Gallagher, Esquire Vice President, Secretary and General Counsel Crown Cork & Seal Company, Inc. One Crown Way Philadelphia, Pennsylvania 19154 (Name and address of agent for service) (215) 698-5100 (Telephone number, including area code, of agent for service) With a Copy to: Thomas A. Ralph, Esquire William G. Lawlor, Esquire Dechert 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, Pennsylvania 19103 (215) 994-4000 CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------- Proposed Proposed Title Of Maximum Maximum Securities Amount Offering Aggregate Amount Of To Be To Be Price Per Offering Registration Registered Registered Share(1) Price(1) Fee -------------------------------------------------------------------------------- Common Stock par value $5.00 per share (2) 2,000,000 shares $3.71 $7,420,000.00 $1,855.00 ------------------------------ ------------------- ----------------------------- (1) Estimated solely for purposes of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended, on the basis of $3.71 per share, the average high and low prices of Common Stock, par value $5.00 per share ("Common Stock"), of Crown Cork & Seal Company, Inc. as reported on the New York Stock Exchange on March 22, 2001. (2) Includes associated Rights to Purchase Common Stock. Until the occurrence of certain prescribed events, none of which has occurred, the Rights are not exercisable, are evidenced by the certificates representing Common Stock, and will be transferred with and only with Common Stock. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. ---------------------------------------- This registration statement is filed with the Securities and Exchange Commission (the "Commission") for the purpose of registering additional shares of Common Stock of the registrant in connection with the Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan (the "Plan"). The Plan was previously known as the Crown Cork & Seal Company, Inc. 401(k) Savings and Employee Stock Ownership Plan. A registration statement on Form S-8, file number 33-39529 (the "Prior Registration Statement") was filed on march 20, 1991 in respect of shares of Common Stock to be offered pursuant to the Plan 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. Item 8. Exhibits. --------- The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement: Exhibit Number Description -------------- ----------- 23 Consent of PricewaterhouseCoopers, LLP. 24 Power of Attorney (included in Signature Page). SIGNATURES The Registrant. 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 Philadelphia, Commonwealth of Pennsylvania, on February 26,2001. CROWN CORK & SEAL COMPANY, INC. By: /s/ John W. Conway --------------------------- John W. Conway Title: Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes John W. Conway, Alan W. Rutherford and William T. Gallagher, and each of them, his/her true and lawful attorneys-in-fact and agents each with full power of substitution and resubstitution for him in any and all capacities to sign any and all amendments (including pre- or post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and indicated on February 26,2001. /s/ John W. Conway --------------------------- John W. Conway Chairman of the Board and Chief Executive Officer (Principal Executive Officer) /s/ Alan W. Rutherford --------------------------- Alan W. Rutherford Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) /s/ Thomas A. Kelly --------------------------- Thomas A. Kelly Vice President and Corporate Controller (Principal Accounting Officer) --------------------------- Jenne K. Britell Director /s/ Arnold W. Donald --------------------------- Arnold W. Donald Director /s/ Marie L. Garibaldi --------------------------- Marie L. Garibaldi Director /s/ John B. Neff --------------------------- John B. Neff Director --------------------------- James L. Pate Director /s/ Thomas A. Ralph ---------------------------- Thomas A. Ralph Director /s/ Harold A. Sorgenti ---------------------------- Harold A. Sorgenti Director /s/ Guy de Wouters ---------------------------- Guy de Wouters Director