Registration No. 333-142308
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CRANE CO.
(Exact name of registrant as specified in its charter)
DELAWARE 13-1952290
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06902
(Address of principal executive offices)
CRANE CO. 2007 NON-EMPLOYEE DIRECTOR COMPENSATION 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)
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PARTIAL DEREGISTRATION OF SHARES OF COMMON STOCK
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 (File No. 333-142308) (the "2007 Plan Registration Statement") is filed for
the purpose of acknowledging and advising that (i) the Registrant has replaced
the Registrant's 2007 Non-Employee Director Compensation Plan (the "2007 Plan")
with the Registrant's 2009 Non-Employee Director Compensation 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 600,000 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: *
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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
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* Chairman of the Board and a Director April 20, 2009
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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
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E. T. Bigelow
* Director April 20, 2009
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D. G. Cook
Director April 20, 2009
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K. E. Dykstra
* Director April 20, 2009
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R. S. Forte
* Director April 20, 2009
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D. R. Gardner
* Director April 20, 2009
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W. E. Lipner
* Director April 20, 2009
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P. R. Lochner, Jr.
* Director April 20, 2009
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R. F. McKenna
* Director April 20, 2009
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C. J. Queenan, Jr.
* Director April 20, 2009
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J. L. L. Tullis
* By: /s/ Christopher Dee
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Name: Christopher Dee
Title: Attorney-in-Fact