Registration No. 333-________

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

ENPRO INDUSTRIES, INC.

(Exact name of registrant, as specified in its charter)

North Carolina (State or other jurisdiction of incorporation or organization)		01-0573945 (I.R.S. Employer) Identification No.)

5605 Carnegie Boulevard, Suite 500
Charlotte, North Carolina 28209
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (704) 731-1500

ENPRO INDUSTRIES, INC. AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN
(Full title of the plan)

Richard L. Magee
Senior Vice President, General Counsel and Secretary
EnPro Industries, Inc.
5605 Carnegie Boulevard, Suite 500
Charlotte, North Carolina 28209
(Name and address of agent for service)
(704) 731-1523
(Telephone number, including area code, of agent for service)

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

___________________

CALCULATION OF REGISTRATION FEE

Proposed

maximum

Amount of

Amount to

Proposed maximum

aggregate

registration

Title of securities to be registered

be registered

offering price per unit

offering price

fee

Common stock, $.01 par value (including associated preferred stock purchase rights (3))

400,000 (1)

$17.03 (2)

$6,812,000 (2)

$380.11

 

 

INCORPORATION BY REFERENCE

     The registration statement registers 400,000 additional shares of common stock of EnPro Industries, Inc. (the “Corporation”), under the EnPro Industries, Inc. Amended and Restated 2002 Equity Compensation Plan. Shares for this Plan have previously been registered on Forms S-8 (Registration No. 333-89580 and Registration No. 333-107775), the contents of which are hereby incorporated by reference.

     Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document (which also is or is deemed to be incorporated by reference herein) 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.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Corporation certifies that it has reasonable grounds to believe it meets all 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 Charlotte, State of North Carolina, on May 8, 2009.

     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures		Title		Date
/s/ Stephen E. Macadam   Stephen E. Macadam		President, Chief Executive Officer and Director (Principal Executive Officer)		May 8, 2009
/s/ William Dries   William Dries		Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		May 8, 2009
/s/ William R. Holland   William R. Holland*		Director and Chairman of the Board		May 8, 2009
/s/ J.P. Bolduc		Director		May 8, 2009
J.P. Bolduc*
/s/ Peter C. Browning		Director		May 8, 2009
Peter C. Browning*
/s/ Don DeFosset		Director		May 8, 2009
Don DeFosset*
/s/ Gordon D. Harnett		Director		May 8, 2009
Gordon D. Harnett*
/s/ David L. Hauser		Director		May 8, 2009
David L. Hauser*
/s/ Wilbur J. Prezzano, Jr.		Director		May 8, 2009
Wilbur J. Prezzano, Jr.*

EXHIBIT INDEX

Exhibit Number		Description
4.1		EnPro Industries, Inc. 2002 Equity Compensation Plan (2009 Amendment and Restatement) (incorporated by reference to Appendix A to the proxy statement on Schedule 14A filed by the Corporation on March 24, 2009)
4.2		Restated Articles of Incorporation of the Corporation (incorporated by reference to Exhibit 3.1 to the Form 10-Q for the period ended June 30, 2008 (File No. 001-31225))
4.3		Amended Bylaws of the Corporation (incorporated by reference to Exhibit 99.1 to the Form 8-K dated December 12, 2007 (File No. 001-31225))
4.4		Form of certificate representing shares of common stock, par value $0.01 per share, of the Corporation (incorporated by reference to Amendment No. 4 of the Corporation’s registration statement on Form 10 (File No. 001-31225))
4.5		Rights Agreement between EnPro Industries, Inc. and The Bank of New York, as Rights Agent (incorporated by reference to Exhibit 4.7 to the registration statement on Form S-8 filed on May 31, 2002 by the Corporation, the EnPro Industries, Inc. Retirement Savings Plan for Hourly Workers and the EnPro Industries, Inc. Retirement Savings Plan for Salaried Workers (File No. 333-89576))
5		Opinion of Robinson, Bradshaw & Hinson, P.A.
23.1		Consent of Robinson, Bradshaw & Hinson, P.A. (contained in Exhibit 5)
23.2		Consent of PricewaterhouseCoopers LLP
23.3		Consent of Bates White, LLC
24.1		Power of Attorney of Stephen E. Macadam
24.2		Power of Attorney of William R. Holland
24.3		Power of Attorney of J.P. Bolduc
24.4		Power of Attorney of Peter C. Browning
24.5		Power of Attorney of Don DeFosset
24.6		Power of Attorney of Gordon D. Harnett
24.7		Power of Attorney of David L. Hauser
24.8		Power of Attorney of Wilbur J. Prezzano, Jr.