As filed with the Securities and Exchange Commission on December 28, 2011

 

Registration No. 333-             

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

 

Carlisle Companies Incorporated

(Exact name of Registrant as specified in its Charter)

 

 

 

 

CARLISLE COMPANIES INCORPORATED

EXECUTIVE INCENTIVE PROGRAM

(Full title of the plan)

 

 

Steven J. Ford, Esq.

Vice President, Chief Financial Officer and General Counsel

Carlisle Companies Incorporated

13925 Ballantyne Corporate Place, Suite 400

Charlotte, North Carolina  28277

(Name and address of agent for service)

 

(704) 501-1100

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

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered			Amount to be Registered (1)		Proposed Maximum Offering Price Per Share (2)			Proposed Maximum Aggregate Offering Price (2)			Amount of Registration Fee (2)
Common Stock, $1.00 par value			2,750,000		$	43.365		$	119,253,750		$	13,667
(1)	This Registration Statement covers the maximum number of shares of common stock of the Registrant which may be issued in connection with the transactions described herein and shall also cover any additional shares of common stock issuable under the plan in respect of such shares by reason of any stock dividend, stock split, recapitalization or any other similar transaction effectuated without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of the Registrant.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”), based on the average of the highest and lowest sales prices per share of the Registrant’s common stock as reported on the New York Stock Exchange on December 21, 2011, which prices were $43.87 and $42.86.

 

 

 

EXPLANATORY NOTE

 

Carlisle Companies Incorporated. (the “Company”) is filing this Registration Statement on Form S-8 to register an additional 2,750,000 shares of common stock which have been reserved for issuance under the Carlisle Companies Incorporated Executive Incentive Program (the “Plan”).  This increase was approved by the Company’s Board of Directors on February 4, 2009, subject to approval by the Company’s shareholders.  On April 20, 2009, the Company’s shareholders approved the increase in the number of shares reserved for issuance under the Plan.

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1.  Plan Information.

 

The information required by Item 1 is included in documents sent or given to eligible participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Registration Statement on Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as a prospectus pursuant to Rule 424.

 

Item 2.  Registrant Information and Employee Plan Annual Information.

 

The written statement required by Item 2 is included in documents sent or given to eligible participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Registration Statement on Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as a prospectus pursuant to Rule 424.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.  Incorporation of Documents by Reference

 

The following documents filed by the Company with the Securities and Exchange Commission (File No. 1-9278) are incorporated herein by reference:

 

(a)                                  the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed on February 16, 2011;

 

(b)                                 the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2011, June 30, 2011 and September 30, 2011 filed on April 26, 2011, July 26, 2011 and October 14, 2011, respectively;

 

(c)                                  the Company’s Current Reports on Form 8-K filed on February 7, 2011*, April 26, 2011*, May 26, 2011, July 21, 2011, July 26, 2011*, July 29, 2011, August 8, 2011, October 25, 2011* and November 15, 2011; and

 

(d)                                 the description of the Company’s common stock, par value $1.00 per share (the “Common Stock”), contained in the Registrant’s Registration Statement on Form S-4 (Registration Statement No. 33-3661) filed on February 28, 1986, as amended.

 

*                       Information furnished in these Current Reports on Form 8-K pursuant to Item 2.02 is not incorporated by reference herein.

 

In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than those Current Reports on Form 8-K which “furnish” information pursuant to Item 2.02 or Item 7.01 of such report and exhibits furnished in connection therewith), prior to the filing of a post-effective

 

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amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

 

The information incorporated by reference is considered to be part of this Registration Statement and information that the Company files later with the Commission will automatically update and supersede this information, as applicable. Any statement contained herein or in a document, all or a portion of which is 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 modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

 

Item 4.  Description of Securities.

 

Not applicable.

 

Item 5.  Interests of Named Experts and Counsel.

 

Steven J. Ford, Vice President, Chief Financial Officer and General Counsel of the Company, who has provided the opinion of counsel required by Item 601(b)(5) of Regulation S-K, was, as of December 28, 2011, the beneficial owner of 206.426 shares of the Company’s common stock, including 151,883 shares subject to acquisition by exercise of stock options within sixty (60) days and 4,818 shares allocated to his account under the Company’s Employee Incentive Savings Plan.

 

Item 6.  Indemnification of Directors and Officers.

 

Under Delaware law, a corporation generally may indemnify directors and officers:

 

·	for actions taken in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation; and
·	with respect to any criminal action or proceeding, if they had no reasonable cause to believe that their conduct was unlawful.

 

In addition, Delaware law provides that a corporation may advance to a director or officer expenses incurred in defending any action upon receipt of an undertaking by or on behalf of the director or officer to repay the amount advanced if it is ultimately determined that he or she is not entitled to indemnification.  The restated certificate of incorporation of the Company provides in effect that the Company shall provide certain indemnification to such persons.

 

The directors and officers of the Company are insured, under policies of insurance maintained by the Company within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, to which they are parties by reason of being or having been such directors or officers.

 

Item 7.  Exemption from Registration Claimed.

 

Not applicable.

 

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Item 8.  Exhibits.

 

The following documents are filed as exhibits to this Registration Statement.

 

Exhibit No.		Description of Document
4.1		Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 10-K for year ended December 31, 1991)
4.2		By-Laws (incorporated by reference to Exhibit 3 to Form 10-K filed for year ended December 31, 1988)
4.4		Carlisle Companies Incorporated Executive Incentive Program (incorporated by reference to Exhibit A to Carlisle Companies Incorporated Proxy Statement on Schedule 14A filed on February 27, 2009).
5*		Opinion of Steven J. Ford, Esq.
23.1*		Consent of Steve J. Ford, Esq. (included in the opinion filed as Exhibit No. 5)
23.2*		Consent of Ernst & Young LLP
24*		Power of Attorney (included on the signature page)

 

* Filed herewith.

 

Item 9.  Undertakings.

 

(a)                                  The undersigned Registrant hereby undertakes:

 

(1)                                  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)                                     to include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)                                  to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

 

(iii)                               to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

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(2)                                  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof.

 

(3)                                  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)                                 The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)                                  Insofar as indemnification for liabilities arising under the Securities Act may be permitted directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Company 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 Charlotte, State of North Carolina, on December 28, 2011.

 

	CARLISLE COMPANIES INCORPORATED
	By:	/s/ Steven J. Ford
		Steven J. Ford
		Vice President, Chief Financial Officer &
		General Counsel

 

POWER OF ATTORNEY

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on December 28, 2011.  Each of the undersigned directors and officers of the Company, by his or her execution hereof, hereby constitutes and appoints Steven J. Ford and Kevin P. Zdimal, and each of them, with full power of substitution, as his or her true and lawful attorneys-in-fact and agents, to do any and all acts and things for him or her, and in his or her name, place and stead, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and file the same, together with all exhibits and schedules thereto and all other documents in connection therewith, with the Commission and with such state securities authorities as may be appropriate, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifying and confirming all the acts of said attorneys-in-fact and agents, or any of them, which they may lawfully do in the premises or cause to be done by virtue hereof.

 

Signature		Title
/s/ David A. Roberts		Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)
David A. Roberts
/s/ Steven J. Ford		Vice President, Chief Financial Officer & General Counsel (Principal Financial Officer)
Steven J. Ford
/s/ Kevin P. Zdimal		Vice President and Chief Accounting Officer
Kevin P. Zdimal
/s/ Robin J. Adams		Director
Robin J. Adams
/s/ Robert G. Bohn		Director
Robert G. Bohn
/s/ Robin S. Callahan		Director
Robin S. Callahan

 

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/s/ Terry D. Growcock		Director
Terry D. Growcock
/s/ Stephen P. Munn		Director
Stephen P. Munn
/s/ Gregg A. Ostrander		Director
Gregg A. Ostrander
/s/ Lawrence A. Sala		Director
Lawrence A. Sala
/s/ Magalen C. Webert		Director
Magalen C. Webert

 

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INDEX TO EXHIBITS

 

Exhibit No.		Description of Document
4.1		Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 10-K for year ended December 31, 1991)
4.2		By-Laws (incorporated by reference to Exhibit 3 to Form 10-K filed for year ended December 31, 1988)
4.4		Carlisle Companies Incorporated Executive Incentive Program (incorporated by reference to Exhibit A to Carlisle Companies Incorporated Proxy Statement on Schedule 14A filed on February 27, 2009).
5*		Opinion of Steven J. Ford, Esq.
23.1*		Consent of Steve J. Ford, Esq. (included in the opinion filed as Exhibit No. 5)
23.2*		Consent of Ernst & Young LLP
24*		Power of Attorney (included on the signature page)

 

* Filed herewith

 

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