As filed with the Securities and Exchange Commission on January 29, 2021
Registration No. 333-
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)
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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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1735 Market Street, 15th Floor
Philadelphia, Pennsylvania 19103
(Address of principal executive offices, including zip code)
Carpenter Technology Corporation Amended and Restated Stock-Based Incentive
Compensation Plan for Officers and Key Employees
(Full title of the Plan)
James D. Dee, Senior Vice President, General Counsel & Secretary
Carpenter Technology Corporation
1735 Market Street, 15th Floor
Philadelphia, Pennsylvania 19103
610-208-2000
(Name, address and telephone number, including area code, of agent for service)
Copies of all notices, orders and communications to:
Steve Schaffer
Andrew
Rodman
Bryan Cave Leighton Paisner LLP
1201 West Peachtree Street, NW
Atlanta, GA 30309
Phone:
(404) 572-6830
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of large accelerated filer,
accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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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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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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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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1,350,000 shares (1)
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$34.67 (2)
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$46,804,500 (2)
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$5,106.37
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(1)
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This Registration Statement covers 1,350,000 shares of common stock, par value $5.00 per share (the
Common Stock) of Carpenter Technology Corporation, a Delaware corporation, under the Carpenter Technology Corporation Amended and Restated Stock-Based Incentive Compensation Plan for Officers and Key Employees (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.
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(2)
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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 25, 2021 as reported on the New York Stock Exchange.
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