<PAGE>
Registration No. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
1997 DIRECTORS' FEE PLAN
(Full title of the plan)
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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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value.. 100,000 shares $ 11.54 * $1,154,000 * $ 340.43
$.01 per share ------------ ------------ -----------
</TABLE>
*Estimated solely for the purpose of calculating the registration fee. Pursuant
to Rules 457(h) and (c), the proposed maximum aggregate offering price for these
shares which may be issued under the 1997 Directors' Fee Plan is based on the
average of the high and low sales prices of the Common Stock as reported on the
New York Stock Exchange Composite transactions listing for May 6, 1998 as
quoted in The Wall Street Journal.
<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.
Item 6. Indemnification of Directors and Officers.
1. Section 145 of the Delaware General Corporation Law ("DGCL"). Section
145 of the DGCL provides that a corporation may indemnify any person who was or
is a party or is threatened to be made a party to 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, or is or was serving at the
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request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 145 also provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to 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, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such 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, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
Any such indemnification (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
the indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth above. Such determination shall be made:
(1) By a majority vote of the directors who were not parties to such
action, suit or proceeding, even though less than a quorum; or
(2) if there are no such directors, or, if such directors so direct,
by independent legal counsel in a written opinion; or
(3) by the stockholders.
Section 145 permits a Delaware business corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by him in any such capacity or arising
out of his status as such, whether or not the corporation would have the power
to indemnify such person against such liability.
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2. Section 102(b)(7) of the DGCL. Section 102(b)(7) of the DGCL provides
that a corporation may set forth in its Certificate of Incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL regarding the unlawful payment of dividends
or approval of unlawful stock repurchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective
(in the case of the Company, December 22, 1986). As noted in paragraph 3 below,
the Company's Amended and Restated Certificate of Incorporation (the "Company
Charter") includes a provision contemplated by Section 102(b)(7) of the DGCL.
3. Certificate of Incorporation Provision on Liability of Directors. The
Company Charter eliminates the liability of its directors to the fullest extent
permitted by Section 102(b)(7) of the DGCL. The Company Charter provides that
the Company's directors shall not be personally liable to the Company or its
stockholders for monetary damages for breach of their fiduciary duty as
directors, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL, or (iv) for any transactions
from which a director derived an improper personal benefit. This provision does
not eliminate the duty of care, and in appropriate circumstances equitable
remedies such as injunctive or other forms of nonmonetary relief are available
under Delaware law.
4. By-laws Provision on Indemnification. In implementation of the
provisions of the DGCL, 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 DGCL, the By-laws also contain a non-exclusivity
provision.
5. Director and Officer Liability Insurance. 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.
Item 8. Exhibits.
Exhibit
No.
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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").
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<PAGE>
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;
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.
II-4
<PAGE>
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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.
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<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 30th day of April, 1998.
CALGON CARBON CORPORATION
By /s/ Thomas A. McConomy
------------------------
Thomas A. McConomy, President,
Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas A. McConomy 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.
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 30th day of April, 1998.
Name Title
---- -----
/s/ Thomas A. McConomy President, Chief Executive Officer and
- ---------------------- Director (Principal Executive
Thomas A. McConomy Officer)
/s/ William P. Mooney Senior Vice President and Chief
- ---------------------- Financial Officer (Principal Financial
William P. Mooney and Accounting Officer)
/s/ Robert W. Cruickshank Director
- --------------------------
Robert W. Cruickshank
/s/ Arthur L. Goeschel Director
- -----------------------
Arthur L. Goeschel
/s/ Nick H. Prater Director
- -------------------
Nick H. Prater
/s/ Seth E. Schofield Director
- ----------------------
Seth E. Schofield
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<PAGE>
/s/ Harry H. Weil Director
- ------------------
Harry H. Weil
/s/ Robert L. Yohe Director
- -------------------
Robert L. Yohe
II-7
<PAGE>
CALGON CARBON CORPORATION
1997 Directors' Fee Plan
--------------
REGISTRATION STATEMENT
ON FORM S-8
Exhibit Index
-------------
Exhibit Sequential
No. Document Page
------- -------- ----------
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. ---
<PAGE>
Reed Smith Shaw & McClay LLP
Writer's Direct Numbers: 435 Sixth Avenue
Phone 412-288-4112 Pittsburgh, Pennsylvania 15219-1886
Fax 412-288-3063 Phone: 412-288-3131
[email protected] Fax: 412-288-3063
Exhibit 5.1
May 8, 1998
Calgon Carbon Corporation
P.O. Box 717
Pittsburgh, PA 15230
Registration Statement on Form S-8 re
1997 Directors' Fee 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 issued by
the Company to directors of the Company under the Company's 1997 Directors' Fee
Plan (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
December 8, 1997 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; 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 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
(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,
/s/ Reed Smith Shaw & McClay
PDG, Jr.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 3, 1998, which appears on
page 21 of the 1997 Annual Report to Shareholders of Calgon Carbon Corporation,
which is incorporated by reference in Calgon Carbon Corporation's Annual Report
on Form 10-K for the year ended December 31, 1997. We also consent to the
reference to us under the heading "Experts" in the related Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Pittsburgh, PA
May 8, 1998
