| As filed with the Securities and Exchange Commission on July 12, 2005. |
| Registration No. 333-_______ |
| UNITED STATES 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 (I.R.S. Employer Identification Number) |
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| 4 Becker Farm Road Roseland, New Jersey 07068 (Address of Principal Executive Offices) |
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| CURTISS-WRIGHT CORPORATION 2005 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS (Full title of the plan) Martin R. Benante (973) 597-4700 Copy to: |
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CALCULATION OF REGISTRATION FEE This Registration Statement shall become effective
immediately upon filing as provided in Rule 462(a) under the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The
Registrant hereby incorporates by reference into this Registration Statement the following documents
filed by it with the Commission (Commission File No. 1-134): (a)
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004; (b)
the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005; (c)
the Registrant’s Current Reports on Form 8-K dated on the front covers February 1, 2005, March
1, 2005, March 28, 2005, April 7, 2005, May 9, 2005 and May 24, 2005; and (d) the description of (i) the Common Stock of the Registrant contained in Amendment No. 1, dated May
24, 2005, to the Registrant’s Registration Statement on Form 8-A, for the registration of the
Common Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange
Act”) and (ii) the Preferred Stock Purchase Rights of the Registrant contained in the Amendment No.
2, dated May 24, 2005, to the Registrant’s Registration Statement on Form 8-A, for the registration
of the Registrant’s Preferred Stock Purchase Rights pursuant to Section 12(b) of the Exchange
Act, and any updates of such descriptions contained in any registration statement, report or
amendment thereto of the Registrant hereafter filed under the Exchange Act. In
addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in
and made a part of this Registration Statement from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. None. Item 6. Indemnification of Directors and Officers. As permitted by the provisions for indemnification of directors and officers in the General Corporation
Law of the State of Delaware, the Registrant’s jurisdiction of incorporation, the Registrant’s
Amended and Restated Certificate of Incorporation and Amended and Restated By-laws provide for indemnification
of directors and officers for all expenses, liabilities and loss to the fullest extent permitted
by the Delaware General Corporation Law, including without limitation attorneys’ fees, judgments,
fines, excise taxes or penalties and amounts paid in settlement incurred or suffered by such persons,
in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative. The Registrant has policies insuring its officers and directors against certain civil liabilities,
including liabilities under the Securities Act of 1933. Item 7. Exemption from Registration Claimed. None. Item 8. Exhibits. The
index to exhibits appears on the page immediately following the signature pages of this Registration
Statement. Item 9. Undertakings. (1) The undersigned Registrant hereby undertakes (2)
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 provisions described
in Item 6 above, 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 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 Act and will be governed
by the final adjudication of such issue. 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Roseland, State of New Jersey, on July 11, 2005. POWER OF ATTORNEY Each person whose signature appears below hereby constitutes Martin R. Benante and Glenn E. Tynan,
and each of them singly, his or her true and lawful attorneys-in-fact with full power to execute
in the name of such person, in the capacities stated Kbelow, any and all amendments to this
Registration Statement, and generally to do all such things in the name and on behalf of such person,
in the capacities stated below, to enable the Registrant to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange Commission thereunder,
and hereby ratifies and confirms the signature of such person as it may be signed by said attorneys-in-fact,
or any one of them, to any and all amendments to this Registration Statement. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and the above
power of attorney have been signed on July 11, 2005, by the following persons in the capacities indicated: EXHIBIT INDEX
Title of securities to be registered
Amount to be
registered (a)
Proposed maximum
offering price per
unit
Proposed maximum
aggregate offering
price
Amount of
registration fee
Common Stock, par value $1.00 per
share
50,000 shares
$54.18 (b)
$2,709,000 (b)
$318.85
Preferred Stock Purchase Rights
50,000 rights
— (c)
— (c)
None
(a)
This Registration Statement, pursuant to Rule 416 under the Securities Act of 1933, covers an indeterminate
number of additional shares of Common Stock with respect to the shares registered hereunder in the
event of a stock split, stock dividend or similar transaction.
(b)
Calculated pursuant to Rule 457(c) and (h) upon the basis of the average of the high and low prices
($54.70 and $53.65) of a share of the Common Stock as reported for New York Stock Exchange Composite
transactions on July 6, 2005.
(c)
Included in the offering price of the Common Stock being registered hereby. Until the Distribution
Date, as defined in the Rights Agreement providing for the Preferred Stock Purchase Rights, such
Rights will be transferable only with the Common Stock and will be evidenced by the certificates
evidencing the Common Stock.
(a) 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, unless the information required to be included in such post-effective amendment is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act and incorporated herein by reference;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this Registration Statement,
unless the information required to be included in such post-effective amendment is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d)
of the Exchange Act and incorporated herein by reference;
(iii) to include any
material information with respect to the plan of distribution not previously disclosed
in this Statement or any material change to such information in this Registration Statement.
(b) 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 herein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
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.
(d) that, for the 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 Exchange
Act that is incorporated by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
CURTISS-WRIGHT CORPORATION
By:
/s/ Martin R. Benante
Martin R. Benante
Chairman of the Board and
Chief Executive Officer
Signature
Title
/s/ Martin R. Benante
Chairman, Chief Executive Officer and Director
Martin R. Benante
(Principal Executive Officer)
/s/ Glenn E. Tynan
Vice President Finance and
Glenn E. Tynan
Chief Financial Officer
(Principal Financial Officer)
/s/ Kevin McClurg
Controller
Kevin McClurg
(Principal Accounting Officer)
/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
/s/ William W. Sihler
Director
William W. Sihler
/s/ J. McLain Stewart
Director
J. McLain Stewart
Exhibit No.
Description
4.1
Second Amended and Restated Rights Agreement, dated as of May 24, 2005, between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, filed as Exhibit 4.1 to Amendment No. 2 to the Registrant’s Registration Statement on
Form 8-A/A, dated May 24, 2005, and incorporated herein by reference
23.1
Consent of Deloitte & Touche LLP
23.2
Consent of PricewaterhouseCoopers LLP
24.1
Powers of Attorney (included in the signature pages of this Registration Statement)
99.1
Curtiss-Wright Corporation 2005 Stock Plan for Non-Employee Directors, filed as Appendix C to the Registrant’s Definitive Proxy Statement for the Registrant’s fiscal year ended December 31, 2004, filed with the Commission on April 5, 2005, and incorporated herein by reference