<PAGE>
As filed with the Securities and Exchange Commission on June 10, 1999
Registration No.___________
================================================================================
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, including zip code, of Registrant's Principal Executive Offices)
CALGON CARBON CORPORATION
STOCK OPTION PLAN
(Full title of the plan)
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Joseph A. Fischette, Esq.
Vice President & General Counsel
Calgon Carbon Corporation
P.O. Box 717
Pittsburgh, Pennsylvania 15230-0717
(412) 787-6700
(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
================================================================================
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered/1/ per share offering price fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 145,460 shares $6.53 $ 949,853.80
share........................... 2,554,540 shares $6.19/2/ $15,812,602.60/2/ $4,659.96
=====================================================================================================================
</TABLE>
/1/ Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance under the Calgon
Carbon Corporation 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(c) and (h), solely for the purpose of
calculating the registration fee. The price per share is estimated to be
$6.19, 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 7, 1999 as quoted in the Wall Street Journal.
<PAGE>
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 2,700,000
shares of Common Stock, $.01 par value per share, being offered under the Calgon
Carbon Corporation (the "Company") Stock Option Plan (the "Plan").
The contents of the Company's initial Form S-8 Registration Statement with
respect to the Plan, File No. 33-34019 (the "Original S-8") which was filed with
the Securities and Exchange Commission on March 28, 1990 are hereby incorporated
by reference to this Form S-8 Registration Statement, except to the extent
modified below.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
No.
- -------
<S> <C>
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 PricewaterhouseCoopers LLP, filed herewith.
24.1 Power of Attorney, contained on the signature page to this
Registration Statement.
</TABLE>
<PAGE>
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 Pittsburgh, State of Pennsylvania, on the 10th
day of June, 1999.
CALGON CARBON CORPORATION
By /s/ James A. Cederna
-------------------------------------
James A. Cederna, President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James A. Cederna and Joseph A. Fischette, 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 10th day
of June, 1999.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
/s/ James A. Cederna President, Chief Executive Officer and Director
- --------------------
James A. Cederna
/s/ Clarence J. Kenney Interim Chief Financial Officer (Principal Financial
- ---------------------- Officer and Principal Accounting Officer)
Clarence J. Kenney
/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
/s/ Harry H. Weil Director
- -----------------
Harry H. Weil
/s/ Robert L. Yohe Director
- ------------------
Robert L. Yohe
- ------------------ Director
Thomas A. McConomy
</TABLE>
-2-
<PAGE>
CALGON CARBON CORPORATION
STOCK OPTION PLAN
--------------
REGISTRATION STATEMENT
ON FORM S-8
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit Sequential
No. Document Page
- --------- ---------------------------------------------------------------------------------- ----------
<S> <C> <C>
5.1 Opinion of Reed Smith Shaw & McClay, as to the legality of the
Common Stock, filed herewith. 5
23.1 Consent of Reed Smith Shaw & McClay (included
in Exhibit 5.1 filed herewith). --
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants, filed herewith. 7
24.1 Power of Attorney, contained on the signature page to this Registration Statement. --
</TABLE>
-3-
<PAGE>
[Letterhead of
Reed Smith Shaw & McClay LLP
435 Sixth Avenue
Pittsburgh, Pennsylvania 15219-1886
Phone: 412-288-3131
Fax: 412-288-3063]
Exhibit 5.1
June 10, 1999
Calgon Carbon Corporation
P.O. Box 717
Pittsburgh, PA 15230-6700
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen and Ladies:
We have acted as special counsel to Calgon Carbon 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 2,700,000 shares of the Company's Common
Stock, par value $.01 per share (the "Common Stock"), which may be purchased by
or awarded to employees of the Company pursuant to stock options granted or
other awards made under the Company's Stock Option Plan (the "Plan"). The Plan
provides that either authorized but unissued or treasury shares of Common Stock
may be issued 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 Certificate of Incorporation of the Company, as amended to
date;
(2) resolutions adopted by the Board of Directors of the Company on
March 26, 1990 amending and restating the Plan and on February 1, 1999
authorizing the issuance of an additional 2,700,000 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 by the Company pursuant to the provisions of 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.
<PAGE>
[Page 2 Letterhead of
Reed Smith Shaw & McClay LLP]
Calgon Carbon Corporation -2- June 10, 1999
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
PDG, Jr.:RLF, Jr.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated February 9, 1999, which appears on
page 18 of the 1998 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, 1998. We also consent to the
reference to us under the heading "Experts" in the Prospectus.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
600 Grant Street
Pittsburgh, PA 15219-2793
June 10, 1999
