<PAGE>
As filed with the Securities and Exchange Commission on February 16, 1996
Registration No. 33-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----
CALGON CARBON CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 25-0530110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 717
Pittsburgh, Pennsylvania 15230-0717
(Address of Principal Executive Offices) (Zip Code)
1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
-----
Joseph A. Fischette, Esquire
Senior Vice President and Secretary
Calgon Carbon Corporation
P.O. Box 717
Pittsburgh, Pennsylvania 15230-0717
(Name and address of agent for service)
(412) 787-6700
(Telephone number, including area code, of agent for service)
-----
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
- -------------------------------------------------------------------------------
Common Stock,
par value
$.01 per
share 100,000 shares $15.50 $1,550,000 $535
================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission (File No. 0-15903) are incorporated in this Registration
Statement by reference and made a part of this Registration Statement:
(a) The Company's latest annual report on Form 10-K filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "1934 Act");
(b) All other reports filed by the Company pursuant to Section
13(a) of the 1934 Act since the end of the fiscal year covered by the
annual report on Form 10-K referred to above; and
(c) the description of the Company's Common Stock set forth in
the Company's Current Report on Form 8-K filed February 20, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act on or subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment 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 this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any
other contemporaneously or subsequently filed document which also is or is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement. Any such 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.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law specifically provides (i) that a
director or officer of a corporation may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interest of the corporation,
and with respect to any criminal action or proceeding, he had no reasonable
cause to believe his conduct was unlawful and (ii) that a director or officer
of a corporation may be indemnified in connection with any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation against expenses (including
attorneys' fees) actually and reasonably incurred by the director or officer
in connection with the defense or settlement of such action or suit if the
director or officer acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation except that
no indemnification may be provided in respect of any claim, issue or matter as
to which the director or officer is adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
the action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, the director or officer is fairly and reasonably entitled to indemnity
for such expenses as the Court of Chancery or such other court shall deem
proper. The Delaware General Corporation Law provides that the
indemnification described above shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any by-
law, agreement, vote of stockholders or disinterested directors or otherwise.
In implementation of the provisions of the Delaware General Corporation
Law, the Company's By-laws provide that every Director and officer of the
Company shall be indemnified as of right to the fullest extent now or
hereafter permitted by law in connection with any actual or threatened civil,
criminal, administrative or investigative action, suit or proceeding (whether
brought by or in the name of the Company or otherwise) arising out of their
service to the Company or to another organization at the request of the
Company. As in the case of the Delaware General Corporation Law, the By-laws
also contain a non-exclusivity provision.
The Company maintains director and officer liability insurance covering
its directors and officers with respect to certain liabilities which they may
incur in connection with their serving as such.
Item 7. Exemption From Registration Claimed.
Not applicable.
-2-
<PAGE>
Item 8. Exhibits.
Exhibit
No.
-----
4.1 Amended Certificate of Incorporation of the registrant, as
amended, incorporated herein by reference to Exhibit 3.1 to the
Company's report on Form 10-K filed for the fiscal year ended
December 31, 1990.
4.2 Bylaws of the registrant, as amended, incorporated herein by
reference to Exhibit 3.2 to the Company's registration statement
on Form S-1 (File No. 33-13443) effective June 2, 1987
(hereinafter the "Registration Statement").
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 Price Waterhouse LLP, filed herewith.
24.1 Power of Attorney, contained on the signature page to this
Registration Statement.
Item 9. Undertakings.
(a) Rule 415 offering.
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;
(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;
-3-
<PAGE>
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed 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 of 1933, 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; and
(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) Filings incorporating subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for 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
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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
-------
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act") 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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
-4-
<PAGE>
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 Pittsburgh, Pennsylvania, on the 13th day of
February, 1996.
CALGON CARBON CORPORATION
By /s/ Colin Bailey
--------------------------------------
Colin Bailey, President,
Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Colin Bailey and Joseph A. Fischette, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his 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 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 substitutes, may lawfully do or cause to be done by virtue thereof.
-5-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 13th day of February, 1996.
Name Title
---- -----
/s/ Colin Bailey ........ President, Chief Executive Officer and
- ------------------------------- Director
Colin Bailey
/s/ R. Scott Keefer ........ Senior Vice President, Chief
- ------------------------------- Financial and Accounting Officer
R. Scott Keefer
/s/ Ronald R. Tisch ........ Executive Vice President, Director
- -------------------------------
Ronald R. Tisch
........ Director (Chairman of the Board)
- -------------------------------
Thomas A. McConomy
/s/ Robert W. Cruickshank ........ Director
- -------------------------------
Robert W. Cruickshank
/s/ Arthur L. Goeschel ........ Director
- -------------------------------
Arthur L. Goeschel
........ Director
- -------------------------------
Nick H. Prater
........ Director
- -------------------------------
Seth E. Schofield
/s/ Harry H. Weil ........ Director
- -------------------------------
Harry H. Weil
........ Director
- -------------------------------
Robert L. Yohe
/s/ Roger H. Zanitsch ........ Director
- -------------------------------
Roger H. Zanitsch
-6-
<PAGE>
CALGON CARBON CORPORATION
1993 Non-employee Directors' Stock Option Plan
-------
REGISTRATION STATEMENT
ON FORM S-8
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit Sequential
No. Document Page
----- -------- -------
<S> <C> <C>
4.1 Amended Certificate of Incorporation of the registrant,
as amended, incorporated herein by reference to
Exhibit 3.1 to the Company's report on Form 10-K
filed for the fiscal year ended December 31, 1990. ---
4.2 Bylaws of the registrant, as amended, incorporated
herein by reference to Exhibit 3.2 to the
Company's registration statement on Form S-1
(File No. 33-13443) effective June 2, 1987
(hereinafter the "Registration Statement"). ---
5.1 Opinion of Reed Smith Shaw & McClay, as to
the legality of the Common Stock, filed
herewith. 10
23.1 Consent of Reed Smith Shaw & McClay (included
in Exhibit 5.1 filed herewith). ---
23.2 Consent of Price Waterhouse LLP, independent
accountants, filed herewith. 12
24.1 Power of Attorney, contained on the signature
page to this Registration Statement. ---
</TABLE>
<PAGE>
REED SMITH SHAW & MCCLAY
MAILING ADDRESS: 435 SIXTH AVENUE WASHINGTON, DC
P.O. BOX 2009 PITTSBURGH, PA 15219-1886
PITTSBURGH, PA 15230-2009 412-288-3131 PHILADELPHIA, PA
FACSIMILE HARRISBURG, PA
412-288-3063
TELEX 277871 (RCA) MCLEAN, VA
WRITER'S DIRECT DIAL NUMBER PRINCETON, NJ
Exhibit 5.1
February 15, 1996
Calgon Carbon Corporation
P.O. Box 717
Pittsburgh, PA 15230
Registration Statement on Form S-8 re
1993 Non-employee Directors' Stock Option Plan
----------------------------------------------------
Gentlemen:
We have acted as special counsel to Calgon Carbon Corporation (the
"Company") in connection with the above-captioned Registration Statement (the
"Registration Statement") relating to up to 100,000 shares of Common Stock,
par value $.01 per share, of the Company (the "Common Stock") which may be
purchased by directors of the Company under the Company's 1993 Non-employee
Directors' Stock Option Plan (the "Plan"). The Plan provides that either
authorized but unissued or reacquired shares of Common Stock may be issued
upon the exercise of stock options granted 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 Amended Certificate of Incorporation of the Company, as
amended to date;
(2) resolutions adopted by the Board of Directors of the Company
on February 11, 1993 adopting the Plan, authorizing the issuance of up
to 100,000 shares of Common Stock thereunder and reserving 100,000
shares of Common Stock for such purpose;
(3) the Plan, as currently in effect; and
(4) minutes of the Annual Meeting of Stockholders of the Company
on April 20, 1993 approving the adoption of the Plan by the Board of
Directors.
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 assumption 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
<PAGE>
-2-
February 15, 1996
(b) The shares of Common Stock being registered and which may be
issued by the Company pursuant to the provisions of the Plan upon the
exercise of stock options granted under the Plan have been duly
authorized, and upon such issuance 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 an Exhibit to the
Registration Statement and to the use of our name in the Prospectus under the
caption "Legal Opinion".
Yours truly,
PDG, Jr.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report
dated February 10, 1995, except as to Note 7 which is as of March 1, 1995,
appearing on page 13 of Calgon Carbon Corporation's Annual Report on Form 10-K
for the year ended December 31, 1994. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Pittsburgh, PA
February 15, 1996
