As filed with the Securities and Exchange Commission on March 20, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHART INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 34-1712937
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
5885 Landerbrook Dr. Suite 150
Cleveland, Ohio 44124
(Address of Principal Executive Offices, including Zip Code)
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CHART INDUSTRIES, INC. AMENDED AND RESTATED 1997 STOCK
OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
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Arthur S. Holmes Copy to:
Chairman and Chief Executive Officer Thomas F. McKee, Esq.
Chart Industries, Inc. Calfee, Halter & Griswold LLP
5885 Landerbrook Dr., Suite 150 1400 McDonald Investment Center
Cleveland, Ohio 44124 800 Superior Avenue
(440) 753-1490 Cleveland, Ohio 44114
(216) 622-8200
(Name, Address and Telephone Number, Including Area Code of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (2) per share (1) price (1) fee
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Common Stock, par value
$.01 per share (3) 300,000 $4.65 $1,395,000 $348.75
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(1) Estimated in accordance with Rule 457(c) and (h) under the Securities Act
of 1933, as amended (the "Securities Act"), solely for the purpose of
calculating the registration fee and based upon the average of the high and
low sale prices of the registrant's common stock, par value $.01 per share
(the "Common Stock"), reported on the New York Stock Exchange on March 16,
2001.
(2) Pursuant to Rule 416 under the Securities Act, this registration statement
also covers such additional shares of the Common Stock which may be issued
or become issuable under the terms of the registrant's Amended and Restated
1997 Stock Option and Incentive Plan (the "Plan") in order to prevent
dilution resulting from any stock split, stock dividend or similar
transaction.
(3) One Series A Junior Participating Preferred Stock purchase right (a
"Right") will also be issued with respect to each share of Common Stock.
The terms of the Rights are described in the registrant's Registration
Statement on Form 8-A, dated June 1, 1998, as the same may be amended or
supplemented from time to time.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement of Chart Industries, Inc. (the "Company") on Form S-8
(Commission File No. 333-32535) registering 375,000 shares of Common Stock for
issuance under the Plan are hereby incorporated herein by reference. Since the
filing of the Company's Registration Statement No. 333-32535 on July 31, 1997,
the 375,000 shares of Common Stock covered by such Registration Statement have
been increased under the Plan to 562,500 shares, pursuant to Rule 416 under the
Securities Act, to give effect to a three-for-two stock split, effected as a 50%
stock dividend, in June 1998.
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the Company with the Commission
are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
(2) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated October 2, 1992
(File No. 1-11442), and any amendments and reports filed for the
purpose of updating that description; and
(3) The description of the Rights contained in the Company's Registration
Statement on Form 8-A, dated June 1, 1998, and any amendments or
reports filed for the purpose of updating that description;
other than the portions of such documents that, by statute, by designation in
such document or otherwise, are not deemed to be filed with the Commission or
are not required to be incorporated herein by reference.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all the securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents, other than the
portions of such documents which by statute, by designation in such documents or
otherwise, are not deemed to be filed with the Commission or are not required to
be incorporated herein by reference.
Any statement contained in documents incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded, for purposes of this Registration Statement, to the
extent that a statement contained in this Registration Statement, or in any
other subsequently filed document that also is, or is deemed to be, incorporated
by reference in this Registration Statement, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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Item 5. Interests of Named Experts and Counsel.
Thomas F. McKee, a partner of Calfee, Halter & Griswold LLP, is a Director
of the Company, and as of December 31, 2000, beneficially owned 12,250 shares of
Common Stock.
Item 8. Exhibits.
See the Exhibit Index at Page E-1 of this Registration Statement.
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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 Cleveland, State of Ohio, on this 20th day of March,
2001.
CHART INDUSTRIES, INC.
By: /s/ Arthur S. Holmes
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Arthur S. Holmes
Chairman & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 20, 2001.
Signatures Title
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/s/ Arthur S. Holmes Chairman & Chief Executive Officer and a
-------------------------------------------------------------- Director (Principal Executive Officer)
Arthur S. Holmes
/s/ Don A. Baines Chief Financial Officer, Treasurer and a
-------------------------------------------------------------- Director (Principal Financial Officer)
Don A. Baines
/s/ John T. Romain Controller and Chief Accounting Officer
-------------------------------------------------------------- (Principal Accounting Officer)
John T. Romain
/s/ Richard J. Campbell Director
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Richard J. Campbell
/s/ Thomas F. McKee Director
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Thomas F. McKee
/s/ Lazzaro G. Modigliani Director
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Lazzaro G. Modigliani
/s/ Robert G. Turner, Jr. Director
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Robert G. Turner, Jr.
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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4.1 Amended and Restated Certificate of Incorporation of the Company. (1)
4.2 Certificate of Designation of Series A Junior Participating Preferred Stock. (2)
4.3 Amended and Restated By-Laws of the Company. (3)
4.4 Specimen certificate for the Common Stock of the Company. (2)
4.5 Chart Industries, Inc. Amended and Restated 1997 Stock Option and Incentive Plan. (4)
4.6 Rights Agreement, dated as of May 1, 1998, by and between the Company and National City Bank, as
Rights Agent. (5)
4.7 Amendment No. 1 to Rights Agreement, dated February 8, 2001, by and between the Company and
National City Bank, as Rights Agent. (2)
5.1 Opinion of Calfee, Halter & Griswold LLP. (x)
23.1 Consent of Ernst & Young LLP. (x)
23.2 Consent of Calfee, Halter & Griswold LLP, included in Exhibit 5.1.
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(1) Incorporated herein by reference to the appropriate exhibit to the Company's
Registration Statement on Form S-3 (Registration No. 333-35321).
(2) Incorporated herein by reference to the appropriate exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 2000.
(3) Incorporated herein by reference to the appropriate exhibit to the Company's
Registration Statement on Form S-1 (Registration No. 33-52754).
(4) Incorporated herein by reference to the appropriate exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.
(5) Incorporated herein by reference to the appropriate exhibit to the Company's
Registration Statement on Form 8-A, filed June 3, 1998.
(x) Filed herewith.
E-1