As filed with the Securities and Exchange Commission on January 31, 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CARPENTER TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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23-0458500
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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P.O. Box 14662
Reading, PA 19162
(Address of principal executive offices, including zip code)
Latrobe Steel Company Voluntary Investment Program Plan
(Full title of the Plan)
James D. Dee, Vice President, General Counsel & Secretary
Carpenter Technology Corporation
P.O. Box 14662
Reading, PA 19162
Steve Schaffer
Bryan Cave LLP
1201 West Peachtree Street, NW
Atlanta, GA 30309
Phone: (202) 508-6046
(Name, address and 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.
Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
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Amount to be
Registered
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Proposed Maximum
Offering Price Per
Share
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Proposed Maximum
Aggregate Offering Price
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Amount of
Registration
Fee
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Common Stock, $5.00 par value per share
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250,000 shares (1)
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$52.45 (2)
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$13,112,500 (2)
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$1,788.55
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(1)
This Registration Statement covers 250,000 shares of common stock, par value $5.00 per share (the Common Stock) of Carpenter Technology Corporation, a Delaware corporation, under the Latrobe Steel Company Voluntary Investment Program Plan, as assumed by Carpenter Technology Corporation (the Plan). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement includes an indeterminate number of shares of Common Stock that may be offered or issued under the Plan as a result of future stock splits, stock dividends or similar transactions. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan.
(2)
Pursuant to Securities Act Rule 457(c) and (h), the maximum offering price, per share and in the aggregate, was calculated upon the basis of the average of the high and low prices of the Common Stock on January 28, 2013, as reported on the New York Stock Exchange.
INTRODUCTION
This Registration Statement on Form S-8 is filed by Carpenter Technology Corporation (the Registrant) relating to 250,000 shares of common stock, par value $5.00 per share of the Registrant (Common Stock), issuable under the Latrobe Steel Company Voluntary Investment Program Plan, as assumed by Carpenter Technology Corporation (the Plan).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I of the Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the Securities Act), and the Note to the instructions to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Part I of the Form S-8 to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act, and the Note to the instructions to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act) are incorporated by reference into this Registration Statement and made a part hereof:
1.
The Registrants Annual Report on Form 10-K for the year ended June 30, 2012;
2.
The Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2012;
3.
The Registrants Current Reports on Form 8-K filed with the Securities and Exchange Commission (the Commission) on August 28, 2012, September 7, 2012, October 10, 2012, November 9, 2012, November 27, 2012, and January 9, 2013 and Current Report on Form 8-K/A filed with the Commission on November 14, 2012; and
4.
The description of the Registrants Common Stock as contained in the Registration Statement on Form 8-A, as the same has been and may be amended.
All documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to filing a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents, except for the documents, or portions thereof, that are furnished (e.g., the portions of those documents set forth under Items 2.02 or 7.01 of Form 8-K or other information furnished to the Commission) rather than filed with the Commission. Any statement contained in a document incorporated or deemed to be incorporated herein by reference 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.
Item 4. Description of Securities.
All securities to be offered are registered under Section 12 of the Exchange Act.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William A. Wulfsohn and K. Douglas Ralph, and each of them, his or her true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent 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 they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature
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Title
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Date
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/s/ William A. Wulfsohn
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William A. Wulfsohn
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President, Chief Executive Officer and Director
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January 31, 2013
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(Principal Executive Officer)
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/s/ K. Douglas Ralph
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K. Douglas Ralph
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Senior Vice President Finance and
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January 31, 2013
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Chief Financial Officer
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(Principal Financial Officer)
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/s/ Thomas F. Cramsey
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Thomas F. Cramsey
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Vice President and Chief Accounting Officer
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January 31, 2013
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(Principal Accounting Officer)
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/s/ Gregory A. Pratt
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Gregory A. Pratt
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Chairman and Director
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January 31, 2013
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/s/ Carl G. Anderson
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Carl G. Anderson, Jr.
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Director
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January 31, 2013
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/s/ Robert R. McMaster
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Robert R. McMaster
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Director
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January 31, 2013
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/s/ I. Martin Inglis
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I. Martin Inglis
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Director
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January 31, 2013
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/s/ Peter N. Stephans
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Peter N. Stephans
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Director
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January 31, 2013
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[Signatures continue on following page]
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[Signatures continued from previous page]
/s/ Kathryn C. Turner
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Kathryn C. Turner
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Director
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January 31, 2013
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/s/ Jeffrey Wadsworth
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Jeffrey Wadsworth
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Director
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January 31, 2013
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/s/ Stephen M. Ward
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Stephen M. Ward, Jr.
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Director
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January 31, 2013
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/s/ Dr. Phillip M. Anderson
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Dr. Phillip M. Anderson
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Director
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January 31, 2013
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/s/ Thomas O. Hicks
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Thomas O. Hicks
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Director
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January 31, 2013
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Steven E. Karol
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Director
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January 31, 2013
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The Plan.
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reading, State of Pennsylvania, on January 31, 2013.
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Latrobe Steel Company Voluntary Investment Program Plan
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By:
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Carpenter Technology Corporation, as Plan Administrator
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By:
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/s/ James D. Dee
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James D. Dee
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Vice President, General Counsel & Secretary
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