SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
CRH public limited company
(Exact name of Registrant as specified in its charter)
Ireland Belgard Castle None
(State or other Clondalkin, Dublin 22 (I.R.S. Employer
jurisdiction of (Address of principal Identification No.)
incorporation executive office)
or organization
- --------------------------------------------------------------------------------
Oldcastle Architectural, Inc. Union Employees 401(k) Plan
Pike Industries, Inc. Profit Sharing and Deferred Income Plan
Oldcastle Southwest 401(k) Retirement Plan
Hallett Construction Company 401(k) Plan
Pennsy Supply, Inc. 401(k) and Profit Sharing Plan
CPM Development Corporation Profit Sharing Retirement Plan
(Full title of the Plans)
_________________________
Michael G. O'Driscoll
Vice President and Chief Financial Officer
Oldcastle, Inc.
375 Northridge Road, Suite 350
Atlanta, Georgia 30350
(770) 804-3363
(Name, address, and telephone number,
including area code, of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
<table>
<caption>
===================================== =================== =================== ==================== ===================
Proposed Maximum Proposed Maximum
Amount Offering Price Aggregate Offering Amount of
Title of Securities to be Per Share(2) Price(2) Registration
to be Registered Registered(1) Fee
- ------------------------------------- ------------------- ------------------- -------------------- -------------------
- ------------------------------------- ------------------- ------------------- -------------------- -------------------
CRH plc Ordinary Shares of 0.32
euro per share 1,000,000 $13.32 $13,324,905 $1,226
===================================== =================== =================== ==================== ===================
</table>
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), there is also being registered such number of additional
Ordinary Shares which may become available for issuance pursuant to the
foregoing plans in the event of certain changes in outstanding shares, including
reorganizations, recapitalizations, stock splits, stock dividends and reverse
stock splits, and any other securities with respect to which the outstanding
Ordinary Shares are converted or exchanged. In addition, pursuant to Rule 416(c)
under the Securities Act, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plans described herein.
(2) In accordance with Rule 457(h), the maximum offering price per share
has been calculated pursuant to Rule 457(c). The translation of euro into US
dollars has been made at the noon buying rate in New York City for cable
transfers in foreign currencies as certified for customs purposes by the Federal
Reserve Bank of New York on March 5, 2003 of 1 euro to 1.0967 US dollars.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act, and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by CRH public
limited company, organized under the laws of Ireland (the "Company" or the
"Registrant") with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference and made a part hereof:
(a) the Registrant's Annual Report on Form 20-F for the fiscal year ended
December 31, 2001, Commission File No. 0-17630
(b) all reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 2001;
(c) the description of the Registrant's Ordinary Shares, 0.32 euro per
share (the "Ordinary Shares") and American Depositary Shares relating to such
shares, from Item 14 of the Registrant's Registration Statement on Form 20-F
dated June 14, 1989, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or that 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.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 153 of the Company's Articles of Association provides:
Subject to the provisions of and so far as may be admitted by the Acts,
every Director, Managing Director, Chief Executive, Auditor, Secretary or other
Officer of the Company shall be entitled to be indemnified by the Company
against all costs, charges, losses, expenses and liabilities incurred by him in
the execution and discharge of his duties or in relation thereto including any
liability incurred by him in defending any proceedings, civil or criminal, which
relate to anything done or omitted or alleged to have been done or omitted by
him as an officer or employee of the Company and in which judgment is given in
his favour (or the proceedings are otherwise disposed of without any finding or
admission of any material breach of duty on his part) or in which he is
acquitted or in connection with any application under any statute for relief
from liability in respect of any such act or omission in which relief is granted
to him by the Court.
The Directors shall have power to purchase and maintain for any Director or
Officer of the Company insurance against any such liability as is referred to in
Section 200 of the Act.
The relevant provision of the Irish Companies Act, 1963, as amended is
Section 200, which provides:
200. Subject as hereinafter provided, any provision whether contained in
the articles of a company or in any contract with a company or otherwise for
exempting any officer of the company or any person employed by the company as
auditor from, or indemnifying him against, any liability which by virtue of any
rule of law would otherwise attach to him in respect of any negligence, default,
breach of duty or breach of trust of which he may be guilty in relation to the
company shall be void, so, however, that
(a) nothing in this section shall operate to deprive any person of any
exemption or right to be indemnified in respect of anything done or omitted to
be done by him while any such provision was in force; and
(b) notwithstanding anything in this section, a company may, in pursuance
of any such provision as aforesaid, indemnify any such officer or auditor
against any liability incurred by him in defending proceedings, whether civil or
criminal, in which judgment is given in his favour or in which he is acquitted,
or in connection with any application under section 391 or Section 42 of the
Companies (Amendment) Act, 1983 in which relief is granted to him by the court.
The Registrant's directors, officers and its authorized representatives are
insured against certain liabilities, including certain liabilities under U.S.
securities laws, which they may incur in their capacity as such under a
liability insurance policy carried by the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Memorandum and Articles of Association of the Registrant,
revised and restated as of May 8, 2002 (filed on Form 6-K, dated
May 21, 2002).
4.2 Specimen of certificate representing the Registrant's Ordinary
Shares (filed on Form S-8, on June 19, 2002).
4.3 Oldcastle Architectural, Inc. Union Employees' 401(k) Plan
4.4 Pike Industries, Inc. Profit Sharing and Deferred Income Plan
4.5 Oldcastle Southwest 401(k) Retirement Plan
4.6 Hallett Construction Company 401(k) Plan
4.7 Pennsy Supply, Inc. 401(k) and Profit Sharing Plan
4.8 CPM Development Corporation Profit Sharing Retirement Plan
23.1 Consent of Ernst & Young
24.1 Power of Attorney (included on the signature page of 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 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;
(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; 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
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 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by a final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Dublin,
Ireland, on February 26th, 2003.
CRH public limited company
By: /s/P.J. Molloy
-----------------------
Name: P.J. Molloy
Title : Chairman
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Michael
O'Driscoll his true and lawful attorney-in-fact and agent, acting alone, with
full powers of substitution and resubstitution, for him and in his name, place
and stead, at any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, acting alone, with full powers and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he might or could do in person,
hereby ratifying and confirming that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of February 26th, 2003.
/s/ P.J. Molloy /s/ D. Dey
- ---------------------------------- --------------------------------------
P.J. Molloy D. Dey
Director and Chairman Director
/s/ W.I. O'Mahony /s/ D. Godson
- ---------------------------------- --------------------------------------
W.I. O'Mahony D. Godson Director
Director and Chief Executive Officer
/s/ B.T.Alexander /s/ B.G. Hill
- ---------------------------------- --------------------------------------
B.T. Alexander B.G. Hill Director
Director
/s/ K. McGowan /s/ T.W. Hill
- ---------------------------------- --------------------------------------
K. McGowan T.W. Hill
Director Director
/s/ A. O'Brien /s/ D.M. Kennedy
- ---------------------------------- --------------------------------------
A. O'Brien D.M. Kennedy
Director Director
/s/ W.P. Roef /s/ H.E. Kilroy
- ---------------------------------- --------------------------------------
W.P. Roef H.E. Kilroy
Director Director
/s/ J.L. Wittstock /s/ H.P. Sheridan
- ---------------------------------- --------------------------------------
J. L. Wittstock H.P. Sheridan
Director Chief Financial Officer, Principal
Accounting Officer and Director
/s/ M.G. O'Driscoll
- ----------------------------------
M.G. O'Driscoll
Authorized Representative
in the United States
Pursuant to the requirements of the Securities Act, the trustees have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized on March 6, 2003.
Oldcastle Architectural, Inc. Union Employees' 401(k) Plan
By: /s/ Joseph McCullough
----------------------
Name: Joseph McCullogh
Title: Chairman
Pike Industries, Inc. Profit Sharing and Deferred Income Plan
By: /s/ Randolph K. Pike
-----------------------
Name: Randolph K. Pike
Title: President
Oldcastle Southwest 401(k) Retirement Plan
By: /s/ Lowell Laycock
-----------------------
Name: Lowell Laycock
Title: Vice President
Hallett Construction Company 401(k) Plan
By: /s/ Kurt Rasmussen
-----------------------
Name: Kurt Rasmussen
Title: President
Pennsy Supply, Inc. 401(k) and Profit Sharing Plan
By: Pennsy Supply, Inc.
By: /s/ John Robertson
--------------------
Name: John Robertson
Title: Vice President
CPM Development Corporation Profit Sharing Retirement Plan
By: /s/ Paul Salisbury
-------------------------
Name: Paul Salisbury
Title: CFO
INDEX TO EXHIBITS
Exhibit No. Description
4.1 Memorandum and Articles of Association of the Registrant,
revised and restated as of May 8, 2002 (filed on Form 6-K,
dated May 21, 2002).
4.2 Specimen of certificate representing the Registrant's
Ordinary Shares (filed on Form S-8, on June 19, 2002).
4.3 Oldcastle Architectural, Inc. Union Employees' 401(k) Plan
4.4 Pike Industries, Inc. Profit Sharing and Deferred Income Plan
4.5 Oldcastle Southwest 401(k) Retirement Plan
4.6 Hallett Construction Company 401(k) Plan
4.7 Pennsy Supply, Inc. 401(k) and Profit Sharing Plan
4.8 CPM Development Corporation Profit Sharing Retirement Plan
23.1 Consent of Ernst & Young
24.1 Power of Attorney (included on the signature page of this
Registration Statement)