North Carolina
(State or other jurisdiction of
incorporation or organization)
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01-0573945
(I.R.S. Employer)
Identification No.)
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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Title of securities to be registered
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Amount to
be registered
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Proposed maximum offering price per unit
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Proposed maximum aggregate offering price
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Amount of registration fee
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Common stock, $0.01 par value
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1,448,698 (1)
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$42.10 (2)
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$60,990,186 (2)
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$7,917
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(1) |
Amount registered reflects the 1,000,000 shares specified in the plan plus 448,698 additional shares issuable under the plan assuming expiration, surrender, cancellation or forfeiture of outstanding awards granted
under the EnPro Industries, Inc. Amended and Restated 2002 Equity Compensation Plan. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also relates to an indeterminate
number of additional shares of common stock issuable with respect to the shares registered hereunder in the event of a stock split, stock dividend or other similar transaction.
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(2) |
In accordance with Rule 457(h)(1) of the Securities Act, the price for the shares is computed on the basis of the average high and low prices for the common stock of EnPro Industries, Inc. on May 6, 2020 as
reported on the New York Stock Exchange.
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(a) |
Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Form 10-K”);
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(b) |
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020;
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(c) |
Current Reports on Form 8-K filed on January 21, 2020, February 19, 2020 and April 30, 2020; and
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(d) |
The description of the Common Stock contained in Exhibit 4.3 filed with the Form 10-K.
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Exhibit Number
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Description
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4.1
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4.2
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4.3
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4.4
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5*
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23.1*
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23.2*
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24.1*
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24.2*
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24.3*
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24.4*
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24.5*
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24.6*
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24.7*
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24.8*
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ENPRO INDUSTRIES, INC.
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By:
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/s/ Robert S. McLean
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Robert S. McLean
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Executive Vice President, General Counsel and Secretary
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Signatures
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Title
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Date
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/s/ Marvin A. Riley
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President, Chief Executive Officer and Director
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May 8, 2020
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Marvin A. Riley
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(Principal Executive Officer)
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/s/ J. Milton Childress II
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Executive Vice President and Chief Financial Officer
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May 8, 2020
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J. Milton Childress II
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(Principal Financial Officer)
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/s/ Steven R. Bower
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Senior Vice President, Controller and Chief Accounting Officer
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May 8, 2020
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Steven R. Bower
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(Principal Accounting Officer)
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/s/ Thomas M. Botts
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Director
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May 8, 2020
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Thomas M. Botts*
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/s/ Felix M. Brueck
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Director
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May 8, 2020
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Felix M. Brueck*
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/s/ B. Bernard Burns, Jr.
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Director
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May 8, 2020
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B. Bernard Burns, Jr.*
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/s/ Diane C. Creel
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Director
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May 8, 2020
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Diane C. Creel *
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/s/ Adele M. Gulfo
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Director
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May 8, 2020
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Adele M. Gulfo*
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/s/ David L. Hauser
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Chairman of the Board and Director
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May 8, 2020
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David L. Hauser*
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/s/ John Humphrey
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Director
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May 8, 2020
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John Humphrey*
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/s/ Kees van der Graaf
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Director
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May 8, 2020
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Kees van der Graaf*
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*By:
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/s/ Robert S. McLean
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(Robert S. McLean, Attorney-in-Fact)
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Re:
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Registration statement on Form S-8 of EnPro Industries, Inc. relating to the EnPro Industries, Inc. 2020 Equity Compensation Plan
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Very truly yours,
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ROBINSON, BRADSHAW & HINSON, P.A.
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/s/ Robinson, Bradshaw & Hinson, P.A.
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/s/ Thomas M. Botts
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Thomas M. Botts
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/s/ Felix M. Brueck
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Felix M. Brueck
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/s/ B. Bernard Burns, Jr.
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B. Bernard Burns, Jr.
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/s/ Diane C. Creel
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Diane C. Creel
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/s/ Adele M. Gulfo
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Adele M. Gulfo
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/s/ David L. Hauser
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David L. Hauser
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/s/ John Humphrey
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John Humphrey
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/s/ Kees van der Graaf
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Kees van der Graaf
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