Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CURTISS-WRIGHT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-0612970
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4 Becker Farm Road, 3rd Floor, Roseland, New Jersey 07068
(Address of Principal Executive Offices) (Zip Code)
CURTISS-WRIGHT CORPORATION
2003 EMPLOYEE STOCK PURCHASE PLAN
(Full title of Plan)
Paul J. Ferdenzi
Associate General Counsel
4 Becker Farm Road, 3rd Floor
Roseland, New Jersey 07068
(Name, address of agent for service)
(973) 597-4752
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=================================
Proposed Maximum
---------------------
Title of Shares Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Registration
Price Fee (2)
----------------- ------------ -------------- -------------- ---------------
Common Stock, par value 1,000,000 $40.09 $40,090,000 $5,079.40
--------------------
(1) Represents shares issuable under the 2003 Curtiss-Wright Corporation
Employee Stock Purchase Plan (the "Plan"). Pursuant to Rule 416(a) under
the Securities Act of 1933, as amended (the "Securities Act"), this
registration statement also covers such additional indeterminate number
of shares as may be issuable pursuant to the anti-dilution provisions of
the Plan.
(2) Estimated solely for the purpose of computing the amount of the
registration fee under Rule 457(c) and (h). The Plan establishes a
purchase price equal to 85% of the fair market value of the Registrant's
Common Stock. Accordingly, the price per share and the aggregate offering
price are based on $40.09 per share, which is 85% of $47.16, the average
of the high and low prices per share of the Registrant's Common Stock on
the New York Stock Exchange on June 3, 2004.
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There are 6 pages in this document. The index to Exhibits is on page 6.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act.
Such documents are not required to be, and are not being, filed by the
Registrant with the Securities and Exchange Commission (the "SEC") either as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. Such documents, together with the
documents incorporated by reference in this registration statement pursuant to
Item 3 of Part II of this registration statement, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed with the SEC by the Registrant, pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, filed with the SEC on March 10, 2004;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004, filed with the SEC May 10, 2004; and
(c) The description of the Corporation's Common Stock, $1.00 par value,
contained in the Corporation's filing under Rule 424(c) on October
29, 1982 under Registration No. 2-64427.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of 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 herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document 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 which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the Common Stock have been passed
on by Paul J. Ferdenzi, Esq. Mr. Ferdenzi is Assistant Secretary and Associate
General Counsel of the Registrant and is the beneficial owner of less than 1% of
the outstanding shares of Common Stock, par value $1.00 per share, of the
Registrant.
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated and Amended Certificate of Incorporation, as
amended, provides that, to the extent permitted by the Delaware General
Corporation Law ("DGCL"), directors of the Registrant shall not be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director. Section 102(b)(7) of the DGCL, however, states
that such a provision may not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL relating to unlawful dividends, distributions or the repurchase or
redemption of stock or (iv) for any transaction from which the director derives
an improper personal benefit.
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Section 145 of the DGCL empowers a Delaware corporation to indemnify its
officers and directors and specific other persons to the extent and under the
circumstances set forth therein.
The Registrant's Amended and Restated By-Laws provide that the
Registrant shall indemnify and hold harmless, to the fullest extent permitted by
the DGCL, any person against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement, actually and reasonably incurred in
connection with any threatened, pending or completed legal proceedings in which
such person is involved by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant (or serving in any such capacity
with another business organization at the request of the Registrant) if he acted
in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the Registrant, and, with respect to any
criminal action or proceeding, if he had no reasonable cause to believe that his
conduct was unlawful. If the legal proceeding, however, is by or in the right of
the Registrant, such director, officer, employee or agent may not be indemnified
in respect of any claim, issue or matter as to which he shall have been adjudged
to be liable to the Registrant unless a court determines otherwise.
The Registrant maintains insurance policies that insure its directors
and officers against damages arising out of claims which might be made against
them based on their negligent acts or omissions while acting in their capacity
as officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
5.1 Legal Opinion of Paul J. Ferdenzi, Esq.
10.1 2003 Curtiss Wright Employee Stock Purchase Plan
(incorporated by reference to the Company's Schedule 14A,
filed with the SEC on April 11, 2003).
23.1 Consent of Paul J. Ferdenzi, Esq. (included in Exhibit 5.1
hereto).
23.2 Consent of Deloitte & Touche LLP, independent auditors.
23.3 Consent of PricewaterhouseCoopers LLP, independent
auditors.
24.1 Power of Attorney (included in the signature pages to this
registration statement).
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 of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the 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 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 the form of prospectus
filed with the Securities and Exchange 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; and
(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 the registration statement;
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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 Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 thereof.
(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 of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the 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 of 1933 may be permitted to 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 Securities and Exchange 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, as amended,
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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newark, State of New Jersey, on June 4, 2004.
CURTISS-WRIGHT CORPORATION
By: /s/ MARTIN R. BENANTE
-----------------------------------
Martin R. Benante
Chairman and Chief Executive Officer
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POWER OF ATTORNEY
The undersigned directors and officers hereby constitute and appoint
Martin R. Benante and Glenn E. Tynan, and each of them with full power to act
without the other and with full power of substitution and resubstitution, as our
true and lawful attorneys-in-fact and agents with full power to execute in our
name in the capacities indicated below any and all amendments (including
post-effective amendments) to this Registration Statement and to sign any and
all additional registration statements relating to the same offering of
securities as this Form S-8 that are filed pursuant to the requirements of the
Securities Act of 1933, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby ratify and confirm all that such attorneys-in fact and
agents, or either of them, or their substitutes shall lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated as of June 4, 2004.
Signature Title
--------- -----
/s/ Martin R. Benante Chairman of the Board and Director and
------------------------------------ Chief Executive Officer
MARTIN R. BENANTE
/s/ Glenn E. Tynan Vice President Finance and Chief Financial Officer
------------------------------------
GLENN E. TYNAN
/s/ Kevin M. McClurg Controller
------------------------------------
KEVIN M. MCCLURG
/s/ James B. Busey IV Director
------------------------------------
JAMES B. BUSEY IV
/s/ S. Marce Fuller Director
------------------------------------
S. MARCE FULLER
/s/ David Lasky Director
------------------------------------
DAVID LASKY
/s/ Carl G. Miller Director
------------------------------------
CARL G. MILLER
/s/ William B. Mitchell Director
------------------------------------
WILLIAM B. MITCHELL
/s/ John R. Myers Director
------------------------------------
JOHN R. MYERS
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Signature Title
--------- -----
/s/ William W. Sihler Director
------------------------------------
WILLIAM W. SIHLER
/s/ J. McLain Stewart Director
------------------------------------
J. MCLAIN STEWART
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
5.1 Legal Opinion of Paul J. Ferdenzi, Esq.
10.1 Curtiss-Wright Corporation Employee Stock Purchase Plan
(incorporated by reference to the Company's Schedule 14A,
filed with the SEC on April 11, 2003).
23.1 Consent of Paul J. Ferdenzi, Esq. (included in Exhibit 5.1 hereto).
23.2 Consent of Deloitte & Touche LLP, independent auditors.
23.3 Consent of PricewaterhouseCoopers LLP, independent auditors.
24.1 Power of Attorney (included in the signature pages to this registration statement).
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