S-8 1 s8-401kfeb02.txt REGISTRATION FOR CROWN 401K SAVINGS PLAN As filed with the Securities and Exchange Commission on April 8, 2002. 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 (Address of principal (Zip Code) (I.R.S. Employer Incorporation) 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 Acting 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 -------------------------------------------------------------------------------- Title Of Proposed Proposed Securities Amount Maximum Maximum Amount Of To Be To Be Offering Aggregate Registration Registered Registered Price Per Share(1) Offering Price(1) Fee -------------------------------------------------------------------------------- Common Stock par value $5.00 per share (2) Interests in the Plan (3) 3,000,000 shares $8.79 $26,370,000 $2,426.04 -------------------------------------------------------------------------------- (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 $8.79 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 April 3, 2002. (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. (3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. ================================================================================ 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. Retirement Thrift Plan (the "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 this 8th day of April, 2002. CROWN CORK & SEAL COMPANY, INC. By: /s/ John W. Conway ----------------------------- John W. Conway Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Conway, Alan W. Rutherford and William T. Gallagher, each and individually, his attorneys-in-fact, with full power of substitution and resubstitution, for him in any and all capacities, to sign any or all amendments or post-effective amendments to this registration statement and to file the same with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each such attorney-in-fact, or his agent or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities indicated on the date indicated above. -------------------------------------------------------------------------------- Signature Title --------- ----- /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 Vice Chairman of the Board, Executive Vice President, Chief Financial Officer (Principal Financial Officer) /s/ Thomas A. Kelly ------------------------------ Thomas A. Kelly Vice President and Corporate Controller (Principal Accounting Officer) /s/ Jenne K. Britell ------------------------------ Jenne K. Britell Director ------------------------------ Arnold W. Donald Director /s/ Marie L. Garibaldi ------------------------------ Marie L. Garibaldi Director /s/ Hans J. Loliger ------------------------------ Hans J. Loliger Director /s/ John B. Neff ------------------------------ John B. Neff Director ------------------------------ James L. Pate Director /s/ Thomas A. Ralph ------------------------------ Thomas A. Ralph Director /s/ Hugues du Rouret ------------------------------ Hugues du Rouret Director /s/ Harold A. Sorgenti ------------------------------ Harold A. Sorgenti Director