Registration No. 333-114849
UNITED STATES
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 incorporation or (I.R.S. Employer
organization) Identification No.)
100 First Stamford Place
Stamford, Connecticut 06902
(Address of principal executive offices)
CRANE CO. 2004 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)
EXPLANATORY NOTE
This Amendment No.1 relates to the Registration Statement on Form S-8 filed by
Crane Co. (the "Registrant") with the Securities and Exchange Commission (the
"Commission") on April 26, 2004 (File No. 333-114849) (the "Registration
Statement"). The Registration Statement is hereby incorporated by reference.
This Amendment No. 1 is being filed solely for the purpose of filing a new
Exhibit 23.1, Independent Auditor's Consent, to replace the Independent
Auditor's Consent included as an exhibit to the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Incorporated by reference to the Registration Statement.
Item 4. Description of Securities.
Incorporated by reference to the Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Incorporated by reference to the Registration Statement.
Item 6. Indemnification of Directors and Officers.
Incorporated by reference to the Registration Statement.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3A to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999).
4.2 By-Laws of the Registrant (incorporated by reference to
Exhibit 3(ii) to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2001).
5.1 Opinion of Augustus I. duPont, Esq. regarding the legality of the
shares being registered hereunder.*
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Augustus I. duPont, Esq.*
24.1 Power of Attorney.*
* Incorporated by reference to the Registration Statement.
Item 9. Undertakings.
Incorporated by reference to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut, on this 28th day of April, 2004.
CRANE CO.
By:______*_____________
Eric C. Fast
President, Chief Executive
Officer and Acting Chief
Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:
Signature Capacity Date
* Chairman of the Board and April 28, 2004
----------------------------------- a Director
R. S. Evans
* President, Chief Executive Officer, April 28, 2004
------------------------------------ Officer, Acting Chief
Eric C. Fast Financial Officer and a
Director (Principal Executive
Officer and Financial Officer)
* Vice President, Controller April 28, 2004
------------------------------------ (Principal Accounting Officer)
J. A. Nano
* Director April 28, 2004
------------------------------------
E. Thayer Bigelow, Jr.
* Director April 28, 2004
------------------------------------
Karen E. Dykstra
* Director April 28, 2004
------------------------------------
Richard S. Forte
* Director April 28, 2004
------------------------------------
Dorsey R. Gardner
* Director April 28, 2004
------------------------------------
Jean Gaulin
* Director April 28, 2004
------------------------------------
William E. Lipner
* Director April 28, 2004
------------------------------------
Dwight C. Minton
* Director April 28, 2004
------------------------------------
Charles J. Queenan, Jr.
* Director April 28, 2004
------------------------------------
James L. L. Tullis
* By: _____________________
Name: Christopher Dee
Title: Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3A to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999).
4.2 By-Laws of the Registrant (incorporated by reference to
Exhibit 3(ii) to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 2001).
5.1 Opinion of Augustus I. duPont, Esq. regarding the legality
of the shares being registered hereunder.*
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Augustus I. duPont, Esq.*
24.1 Power of Attorney.*
* Incorporated by reference to the Registration Statement.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-114849 of Crane Co. on Form S-8 of our report
dated January 19, 2004 (which report expresses an unqualified opinion and
includes an explanatory paragraph relating to the adoption of Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"),
appearing in the Annual Report on Form 10-K of Crane Co. for the year ended
December 31, 2003.
Deloitte & Touche LLP
Stamford, Connecticut
April 27, 2004