1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 2000. REGISTRATION NO. _____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE 25-1615902 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1001 AIR BRAKE AVENUE WILMERDING, PENNSYLVANIA 15148-0001 (Address, including zip code, of Registrant's Principal Executive Offices) WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION 1995 NON-EMPLOYEE DIRECTORS' FEE AND STOCK OPTION PLAN (Full Title of the Plan) ROBERT J. BROOKS CHIEF FINANCIAL OFFICER AND SECRETARY WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION 1001 AIR BRAKE AVENUE WILMERDING, PENNSYLVANIA 15148-0001 (412) 825-1000 (Name and address, including zip code and telephone number, including area code, of agent for service) COPY TO: PASQUALE D. GENTILE, ESQUIRE REED SMITH SHAW & MCCLAY LLP 435 SIXTH AVENUE PITTSBURGH, PA 15219 CALCULATION OF REGISTRATION FEE ==================================================================================================================== Title of Proposed Proposed securities Amount Maximum Maximum Amount Of to be To Be Offering Price Aggregate Registration registered Registered(1) Per Share(2) Offering Price Fee - -------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per 400,000 $9.875 $3,950,000 $1042.80 share . . . . . . . . . . . . . . . shares ==================================================================================================================== (1) Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance under the Westinghouse Air Brake Technologies Corporation 1995 Non-employee Directors' Fee and Stock Option Plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock. (2) Estimated pursuant to Rules 457(h) and (c), solely for the purpose of calculating the registration fee. The price per share is estimated to be $9.875, based on the average of the high and low sales price of the Common Stock as reported on the New York Stock Exchange Composite transactions listing for June 26, 2000 as quoted in the Wall Street Journal. ================================================================================
2 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE This Form S-8 Registration Statement is being filed pursuant to paragraph E of the general instructions to Form S-8 to register an additional 400,000 shares of Common Stock, $.01 par value per share, being offered under the Westinghouse Air Brake Technologies Corporation (the "Company") 1995 Non-Employee Directors' Fee and Stock Option Plan (the "Plan"). The contents of the Company's initial Form S-8 Registration Statement with respect to the Plan, File No. 333-02979 (the "Original S-8") which was filed with the Securities and Exchange Commission on April 30, 1996, are hereby incorporated by reference to this Form S-8 Registration Statement, except to the extent modified below. ITEM 8. EXHIBITS. Exhibit No. ------- 4.1 Restated Certificate of Incorporation of the Company dated January 30, 1995, as amended March 30, 1995, incorporated herein by reference to the Company's Registration Statement on Form S-1 (Registration No. 33-90866) filed with the Commission on April 3, 1995. 4.2 Amended and Restated Bylaws of the Company, as adopted effective November 19, 1999, incorporated herein by reference to Exhibit 3.3 of the Company's Registration Statement on Form S-4/A (Registration No. 333-88903) filed with the Commission on October 15, 1999. 5.1 Opinion of Reed Smith Shaw & McClay as to the legality of the Common Stock, filed herewith. 23.1 Consent of Reed Smith Shaw & McClay (included in Exhibit 5.1 filed herewith). 23.2 Consent of Arthur Andersen LLP, independent accountants, filed herewith. 24.1 Power of Attorney, contained on the signature page to this Registration Statement.
3 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") 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 WILMERDING, STATE OF PENNSYLVANIA, ON THE 22ND DAY OF MARCH, 2000. WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION BY /s/ WILLIAM E. KASSLING -------------------------------------------- WILLIAM E. KASSLING, CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William E. Kassling and Robert J. Brooks, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in 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 attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof PURSUANT TO THE REQUIREMENTS OF THE ACT, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 22ND DAY OF MARCH, 2000. Name Title ---- ----- /s/ WILLIAM E. KASSLING Chairman of the Board, President - ------------------------------------ and Chief Executive Officer William E. Kassling (principal executive officer) /s/ ROBERT J. BROOKS Chief Financial and - ------------------------------------ Accounting Officer and Director Robert J. Brooks (principal financial and principal accounting officer) /s/ GILBERT E. CARMICHAEL Director - ------------------------------------ Gilbert E. Carmichael /s/ GREGORY T. H. DAVIES Director - ------------------------------------ Gregory T. H. Davies /s/ KIM G. DAVIS Director - ------------------------------------ Kim G. Davis /s/ EMILIO A. FERNANDEZ Director - ------------------------------------ Emilio A. Fernandez /s/ LEE B. FOSTER, II Director - ------------------------------------ Lee B. Foster, II -2-
4 /s/ JAMES C. HUNTINGTON Director - ------------------------------------ James C. Huntington /s/ JAMES P. KELLEY Director - ------------------------------------ James P. Kelley /s/ JAMES P. MISCOLL Director - ------------------------------------ James P. Miscoll /s/ JAMES V. NAPIER Director - ------------------------------------ James V. Napier -3-
5 WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION 1995 NON-EMPLOYEE DIRECTORS' FEE AND STOCK OPTION PLAN ---------- REGISTRATION STATEMENT ON FORM S-8 Exhibit Index Exhibit Sequential No. Document Page - ------- -------------------------------------------------------------------------------- ------ 4.1 Restated Certificate of Incorporation of the Company dated January 30, 1995, as amended March 30, 1995, incorporated herein by reference to the Company's Registration Statement on Form S-1 (Registration No. 33-90866) filed with the Commission on April 3, 1995. --- 4.2 Amended and Restated Bylaws of the Company, as adopted effective November 19, 1999, incorporated herein by reference to Exhibit 3.3 of the Company's Registration Statement on Form S-4/A (Registration No. 333-88903) filed with the Commission on October 15, 1999. --- 5.1 Opinion of Reed Smith Shaw & McClay, as to 4 the legality of the Common Stock, filed herewith. 23.1 Consent of Reed Smith Shaw & McClay (included in Exhibit 5.1 filed herewith). --- 23.2 Consent of Arthur Andersen LLP, independent accountants, filed herewith. 6 24.1 Power of Attorney, contained on the signature page to this Registration Statement. -4-
1 REED SMITH SHAW & MCCLAY LLP 435 Sixth Avenue Pittsburgh, Pennsylvania 15219-1886 Phone: 412-288-3131 Fax: 412-288-3063 Exhibit 5.1 June 28, 2000 Westinghouse Air Brake Technologies Corporation 1001 Air Brake Avenue Wilmerding, PA 15148-0001 Re: Registration Statement on Form S-8 Gentlemen and Ladies: We have acted as special counsel to Westinghouse Air Brake Technologies Corporation (the "Company") in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act") relating to up to 400,000 shares of the Company's Common Stock, par value $.01 per share, (the "Common Stock") which may be paid to non-employee directors of the Company as payment of all or a portion of the retainer fees or services performed by such director or pursuant to stock options granted under the Company's 1995 Non-employee Directors' Fee and Stock Option Plan (the "Plan"). The Plan provides that either authorized but unissued or treasury shares of Common Stock may be issued or delivered under the Plan. In rendering our opinion below, we have assumed that any previously issued shares reacquired by the Company and used under the Plan will have been duly authorized, validly issued and fully paid at the time of their original issuance. In connection with this opinion, we have examined, among other things: (1) the Restated Certificate of Incorporation of the Company, as amended to date; (2) resolutions adopted by the Board of Directors of the Company on January 24, 2000 amending and restating the Plan and authorizing an additional 400,000 shares of Common Stock to be reserved for issuance under the Plan; and (3) the Plan, as currently in effect. Based upon the foregoing and upon an examination of such other documents, corporate proceedings, statutes, decisions and questions of law as we considered necessary in order to enable us to furnish this opinion, and subject to the assumptions set forth above, we are pleased to advise you that in our opinion: (a) The Company has been duly incorporated and is a validly existing corporation under the laws of the State of Delaware; and (b) The shares of Common Stock being registered and which may be issued or delivered by the Company pursuant to the provisions of the Plan have been duly
2 REED SMITH SHAW & McCLAY LLP Westinghouse Air Brake Technologies Corporation -2- June 28, 2000 authorized, and upon such issuance or delivery in accordance with the provisions of the Plan such shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act. Yours truly, /s/ Reed Smith Shaw & McClay LLP DLD:CLD
1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated February 15, 2000 included in the Westinghouse Air Brake Technologies Corporation's Form 10-K for the year ended December 31, 1999, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Pittsburgh, PA June 29, 2000