Registration No. 333-142305
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
CRANE CO.
(Exact name of registrant as specified in its charter)
DELAWARE 13-1952290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06902
(Address of principal executive offices)
CRANE CO. 2007 STOCK INCENTIVE PLAN
(Full title of the plan)
AUGUSTUS I. DUPONT
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CRANE CO.
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06902
(Name and address of agent for service)
(203) 363-7300
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer or 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 /_/
Non-accelerated filer (Do not check /_/ Smaller reporting company /_/
if a smaller reporting company)
-------------------------------------------------------------------------------
PARTIAL DEREGISTRATION OF SHARES OF COMMON STOCK
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 (File No. 333-142305) (the "2007 Plan Registration Statement") is filed for
the purpose of acknowledging and advising that (i) the Registrant has replaced
the Registrant's 2007 Stock Incentive Plan (the "2007 Plan") with the
Registrant's 2009 Stock Incentive Plan (the "2009 Plan") and (ii) the Registrant
has filed a new Registration Statement on Form S-8 on April 20, 2009 for the
2009 Plan (the "2009 Registration Statement"). The 2009 Registration Statement
registers 5,500,000 new shares of the Registrant's common stock, par value $1.00
per share ("Common Stock"), in connection with the 2009 Plan. As a result of the
adoption of the 2009 Plan, no new awards will be made under the 2007 Plan after
April 20, 2009. In addition, all shares of Common Stock registered pursuant to
the 2007 Plan Registration Statement but not issued or otherwise allocated to
outstanding awards under the 2007 Plan will not be available for offer and sale
under the 2007 Registration Statement after the effective date of this
Post-Effective Amendment No. 1 and are hereby deregistered. Further, all shares
subject to outstanding awards under the 2007 Plan that expire, are forfeited or
are otherwise terminated without delivery of any Common Stock subject thereto
after April 20, 2009, the effective date of the 2009 Plan (the "Outstanding
Award Shares"), will also be automatically deregistered upon such expiration,
forfeiture or termination. The 2007 Plan Registration Statement will remain in
effect to cover the potential issuance of shares of Common Stock upon exercise
of the awards to which the Outstanding Award Shares are subject. Accordingly,
upon the expiration, forfeiture or termination of the subject awards, the
Outstanding Award Shares will be deregistered automatically from the 2007 Plan
Registration Statement and will not be available for offer or sale under the
2007 Registration Statement thereafter. Under the terms of the 2009 Plan, such
Outstanding Award Shares will become available for issuance under the 2009 Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut, on this 20th day of April, 2009.
CRANE CO.
By: *
---------------------------------
Eric C. Fast
President, Chief Executive Officer
and a Director
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated:
Signature Capacity Date
--------- -------- ----
* Chairman of the Board and a Director April 20, 2009
------------------------------
R. S. Evans
* President, Chief Executive Officer April 20, 2009
------------------------------ and a Director
E. C. Fast
Vice President, Finance and Chief April 20, 2009
------------------------------ Financial Officer (Principal
T. J. MacCarrick Financial Officer)
Vice President, Controller (Principal April 20, 2009
------------------------------ Accounting Officer)
R. A. Maue
* Director April 20, 2009
------------------------------
E. T. Bigelow
* Director April 20, 2009
------------------------------
D. G. Cook
Director April 20, 2009
------------------------------
K. E. Dykstra
* Director April 20, 2009
------------------------------
R. S. Forte
* Director April 20, 2009
------------------------------
D. R. Gardner
* Director April 20, 2009
------------------------------
W. E. Lipner
* Director April 20, 2009
------------------------------
P. R. Lochner, Jr.
* Director April 20, 2009
------------------------------
R. F. McKenna
* Director April 20, 2009
------------------------------
C. J. Queenan, Jr.
* Director April 20, 2009
------------------------------
J. L. L. Tullis
* By: /s/ Christopher Dee
-----------------------
Name: Christopher Dee
Title: Attorney-in-Fact