Delaware (State or Other
Jurisdiction of Incorporation or Organization) |
34-1712937 (I.R.S.
Employer Identification No.) |
Arthur S. Holmes Chairman and Chief Executive Officer Chart Industries, Inc. 5885 Landerbrook Drive, Suite 150 Cleveland, Ohio 44124 (440) 753-1490 |
Thomas F. McKee, Esq. Calfee, Halter & Griswold LLP 1400 McDonald Investment Center 800 Superior Avenue Cleveland, Ohio 44114 (216) 622-8200 |
Title of Securities To Be Registered |
Amount To Be Registered |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Common Stock, par value $.01 per share(1) |
500,000 shares(2) |
$1.20(3) |
$600,000(3) |
$56.00 |
(1) |
One Series A Junior Participating Preferred Stock purchase right (a Right) also will be issued with respect to each share of the registrants
common stock, par value $.01 per share (the Common Stock). The terms of the Rights are described in the registrants Registration Statement on Form 8-A, dated June 1, 1998, as the same may be amended or supplemented from time to
time. |
(2) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement also covers such additional
shares of the Common Stock that may be issued or become issuable under the terms of the Chart Industries, Inc. Amended and Restated 1997 Stock Bonus Plan (the Plan) in order to prevent dilution resulting from any stock split, stock
dividend or similar transaction. |
(3) |
Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee and based upon the average
of the high and low sale prices of the Common Stock, reported on the New York Stock Exchange on August 23, 2002. |
(1) |
The Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2001; |
(2) |
The Companys Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002 and June 30, 2002; |
(3) |
The description of the Companys Common Stock contained in the Companys Registration Statement on Form 8-A, dated October 2, 1992, and any amendments
and reports filed for the purpose of updating that description; and |
(4) |
The description of the Rights contained in the Companys Registration Statement on Form 8-A, dated June 1, 1998, and any amendments or reports filed for
the purpose of updating that description; |
CHART INDUSTRIES, INC. | ||
By: |
/s/ ARTHUR S. HOLMES | |
Arthur S. Holmes Chairman and Chief Executive Officer |
Signatures |
Title | |
/s/ ARTHUR S. HOLMES Arthur S. Holmes |
Chairman and Chief Executive Officer and a Director (Principal Executive Officer) | |
/s/ MICHAEL F. BIEHL Michael F. Biehl |
Chief Financial Officer and Treasurer (Principal Financial Officer) | |
/s/ JOHN T. ROMAIN John T. Romain |
Controller, Chief Accounting Officer and Assistant Treasurer (Principal Accounting Officer) | |
/s/ THOMAS F. MCKEE Thomas F. McKee |
Director | |
/s/ LAZZARO G. MODIGLIANI Lazzaro G. Modigliani |
Director | |
/s/ ROBERT G. TURNER, JR.
Robert G. Turner, Jr. |
Director |
Exhibit Number |
Exhibit Description | |
4.1 |
Amended and Restated Certificate of Incorporation of the Company. (A) | |
4.2 |
Certificate of Designation of Series A Junior Participating Preferred Stock of the Company. (B) | |
4.3 |
Certificate of Amendment, amending the Amended and Restated Certificate of Incorporation of the Company. (C) | |
4.4 |
Amended and Restated ByLaws of the Company, effective May 3, 2001. (C) | |
4.5 |
Specimen certificate for the Common Stock of the Company. (B) | |
4.6 |
Chart Industries, Inc. Amended and Restated 1997 Stock Bonus Plan. (D) | |
4.7 |
Rights Agreement, dated as of May 1, 1998, by and between the Company and National City Bank, as Rights Agent. (E) | |
4.8 |
Amendment No. 1 to Rights Agreement, dated February 8, 2001, by and between the Company and National City Bank, as Rights Agent. (B) | |
5.1 |
Opinion of Calfee, Halter & Griswold LLP. (x) | |
23.1 |
Consent of Ernst & Young LLP. (x) | |
23.2 |
Consent of Calfee, Halter & Griswold LLP, included in Exhibit 5.1. |
(A) |
Incorporated herein by reference to the appropriate exhibit to the Companys Registration Statement on Form S-3 (Registration No. 333-35321).
|
(B) |
Incorporated herein by reference to the appropriate exhibit to the Companys Annual Report on Form 10-K for the year ended December 31, 2000.
|
(C) |
Incorporated herein by reference to the appropriate exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.
|
(D) |
Incorporated herein by reference to the appropriate exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.
|
(E) |
Incorporated herein by reference to the appropriate exhibit to the Companys Registration Statement on Form 8-A, filed June 3, 1998.
|
(x) |
Filed herewith. |