As filed with the Securities and Exchange Commission on June 23, 1998
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE CARBIDE/GRAPHITE GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware One Gateway Center, 19th Floor 25-1575609
(State of Pittsburgh, Pennsylvania 15222 (I.R.S. Employer
Incorporation) (Address of principal executive offices) ID Number)
1995 STOCK-BASED INCENTIVE COMPENSATION PLAN
1996 NON EMPLOYEE DIRECTOR STOCK-BASED
INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
Walter B. Fowler
Chief Executive Officer
One Gateway Center, 19th Floor
Pittsburgh, Pennsylvania 15222
(Name and address of agent for service)
(412) 562-3700
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Roger Mulvihill, Esquire
Dechert Price & Rhoads
30 Rockefeller Plaza
New York, New York 10112
(212) 698-3500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed maximum
Title of Amount maximum aggregate offering Amount of
securities to be offering price(2) registration
to be registered registered(1) price per share(2) fee(3)
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 500,000 Shares $28.0625 $14,031,250 $4,139.22
</TABLE>
(1) This Registration Statement of The Carbide/Graphite Group, Inc. (the
"Corporation") relates to the registration of the offer and sale of up to an
aggregate of 400,000 shares of the Corporation's Common Stock, par value $.01
per share ("Common Stock"), pursuant to the 1995 Stock-Based Incentive
Compensation Plan and up to an aggregate of 100,000 shares of the Common Stock
pursuant to the 1996 Non Employee Director Stock-Based Incentive Compensation
Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to paragraphs (c) and (h) of Rule 457. The fee is calculated on the
basis of the average of the high and low sale prices of the registrant's Common
Stock reported on the Nasdaq National Market on June 19, 1998.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by .000295.
<PAGE>
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Corporation with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement.
1. The Corporation's Form 10-K, filed with the Commission for the fiscal
year ended July 31, 1997.
2. All other reports filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since July 31, 1997.
3. The description of the Common Stock contained in the Corporation's
Registration Statement on Form 8-A filed on September 12, 1995 under Section
12(g) of the Exchange Act, including all amendments and reports updating such
description.
All documents subsequently filed by the Corporation with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock registered hereby has been
passed upon by Dechert Price & Rhoads, New York, New York. Roger Mulvihill, a
partner of Dechert Price & Rhoads, is the Secretary of the Company and owns
8,000 shares of the Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate the liability of a director to the corporation or its stockholders for
monetary damages for breaches of fiduciary duty, except for liability for (i)
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) any matter in
respect of which such director shall be liable under Section 174 of the DGCL or
any amendment thereto or successor provision thereof, or (iv) any transaction
from which the director derived an improper personal benefit. The Corporation's
Certificate of Incorporation provides that the personal liability of directors
of the Corporation is eliminated to the fullest extent permitted by Section
102(b)(7) of the DGCL. If the DGCL is amended to authorize further elimination
or limitation of liability of directors, then the liability of a director of the
Corporation shall be eliminated to the fullest extent permitted by the DGCL.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and, subject to
certain limitations, against certain costs and expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which any of them is a party by
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reason of his being a director or officer of the corporation if it is determined
that he acted in accordance with the applicable standard of conduct set forth in
such statutory provision. Article VII of the Corporation's Restated By-Laws
provides that the Corporation, to the full extent permitted, and in the manner
required, by the laws of the State of Delaware, shall indemnify any person who
was or is made a party to or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (including any appeal thereof),
whether civil, criminal, administrative, regulatory or investigative in nature
(other than an action by or in right of the Corporation) by reason of the fact
such person is or was a director or officer of the Corporation, or, if at a time
when he or she was a director or officer of the Corporation, is or was, either
serving at the request of, or to represent the interests of, the Corporation as
a director, officer, partner, trustee, fiduciary, employee or agent (a
"Subsidiary Officer") of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Affiliated Entity"), against
expenses (including attorneys' fees and disbursements), costs, judgments, fines,
penalties and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner which such person reasonably believed to be
in the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
With respect to any action, suit or proceeding, by or in the right of the
Corporation, the Corporation's Restated By-Laws provide that the Corporation, to
the full extent permitted, and in the manner required, by the laws of the State
of Delaware, shall indemnify any person who was or is made a party to or is
threatened to be made a party to any threatened, pending or completed action or
suit (including any appeal thereof) by reason of the fact that such person is or
was a director or officer of the Corporation, is or was serving at the request
of, or to represent the interests of, the Corporation as a Subsidiary Officer of
an Affiliated Entity against expenses (including attorneys' fees and
disbursements) and costs actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation, 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 of the State of
Delaware 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 and costs as the Court of Chancery of the State of
Delaware or such other court shall deem proper.
The Corporation maintains directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
4.1 - Form of Restated Certificate of Incorporation of the Corporation
(incorporated herein by reference to Exhibit 3.1 to the Corporation's
Registration Statement on Form S-1, No. 33-91102)
4.2 - Form of Restated By-Laws of the Corporation (incorporated herein by
reference to Exhibit 3.2 to the Corporation's Registration Statement on Form
S-1, No. 33-91102)
5 - Opinion of Dechert Price & Rhoads as to the legality of the securities
being registered
23.1 - Consent of Coopers & Lybrand L.L.P.
23.2 - Consent of Dechert Price & Rhoads (contained in Exhibit 5 filed
herewith)
24 - Power of Attorney (set forth on signature page of this Registration
Statement)
Item 9. Undertakings.
Undertakings required by Item 512(a)
of Regulation S-K
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
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.
(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.
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Undertakings required by Item 512(b)
of Regulation S-K
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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Undertakings required by Item 512(h)
of Regulation S-K
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
The Registrant. 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 the City of Pittsburgh, Commonwealth of Pennsylvania, on
this 22 day of June, 1998.
THE CARBIDE/GRAPHITE GROUP, INC.
By /s/ Walter B. Fowler
Walter B. Fowler
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of The Carbide/Graphite Group, Inc. hereby constitutes and appoints
Walter B. Fowler and Stephen D. Weaver, and each of them, his true and lawful
attorneys-in-fact and agents, for him and in his name, place and stead, in any
and all capacities, to sign one or more amendments to this Registration
Statement on Form S-8 under the Securities Act of 1933, including post-effective
amendments and other related documents, and to file the same with the Securities
and Exchange Commission under said Act, hereby granting power and authority to
do and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully as 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 may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and on the date indicated.
By /s/ Walter B. Fowler *
Walter B. Fowler
Chairman of the Board, Chief Executive Officer, President
and Director (Principal Executive Officer)
Date: June 22, 1998
By /s/ Stephen D. Weaver
Stephen D. Weaver
Vice-President-Finance and Chief Financial Officer
(Principal Financial Officer)
Date: June 22, 1998
By /s/ Jeffrey T. Jones
Jeffrey T. Jones
Controller-Corporate Finance
(Principal Accounting Officer)
Date: June 22, 1998
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By /s/ James G. Baldwin *
James G. Baldwin
Director
Date: June 19, 1998
By
Paul F. Balser
Director
Date:_____________
By
James R. Ball
Director
Date:_____________
By
Robert M. Howe
Director
Date:_____________
By /s/ Nicholas T. Kaiser *
Nicholas T. Kaiser
Director
Date: June 19, 1998
By /s/ Ronald B. Kalich *
Ronald B. Kalich
Director
Date: June 22, 1998
By /s/ C.E. Slater *
Charles E. Slater
Director
Date June 22, 1998
* Signatures representing a majority of the
Company's Board of Directors
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EXHIBIT INDEX
Exhibit No. Document
4.1 Form of Restated Certificate of Incorporation of the Corporation
(incorporated herein by reference to Exhibit 3.1 to the
Corporation's Registration Statement on Form S-1, No. 33-91102)
4.2 Form of Restated By-Laws of the Corporation (incorporated herein
by reference to Exhibit 3.2 to the Corporation's Registration
Statement on Form S-1, No. 33-91102)
5 Opinion of Dechert Price & Rhoads as to the legality of the
securities being registered
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Dechert Price & Rhoads (contained in
Exhibit 5 filed herewith)
24 Power of Attorney (set forth on signature page of this
Registration Statement)
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[Dechert Price & Rhoads Letterhead]
June 22, 1998
The Carbide/Graphite Group, Inc.
One Gateway Center, 19th Floor
Pittsburgh, Pennsylvania 15222
Re: The Carbide/Graphite Group, Inc. 1995 Stock-Based Incentive Compensation
Plan and 1996 Non Employee Director Stock-Based Incentive Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to The Carbide/Graphite Group, Inc., a Delaware
corporation (the Company), in connection with the registration of an aggregate
500,000 shares (the Shares) of the Company's Common Stock, par value $.01 per
share (the Common Stock), pursuant to a Registration Statement on Form S-8
(the Registration Statement) to be filed with the Securities and Exchange
Commission (the Commission) under the Securities Act of 1933, as amended (the
Securities Act), relating to the Company's 1995 Stock-Based Incentive
Compensation Plan and 1996 Non Employee Director Stock-Based Incentive
Compensation Plan (the Plans).
We have participated in the preparation of the Registration Statement, and
have examined such corporate records and documents, certificates of officers and
matters of law as we have considered appropriate to enable us to give this
opinion.
Based upon the foregoing, it is our opinion that the Shares have been duly
and validly authorized by the Company, and upon the effectiveness of the
Registration Statement, the Shares issuable under the Plans, when delivered and
paid for in the manner described in the Plans, will be validly issued, fully
paid and nonassessable.
<PAGE>
Our opinions contained herein relate solely to the Delaware General
Corporation Law, and we express no opinion herein concerning the laws of any
other jurisdiction.
This opinion is rendered to the Company in connection with the filing by
the Company of the Registration Statement with the Commission pursuant to the
Securities Act and is solely for the benefit of the Company in connection with
such filing. The opinions expressed herein may not be used or relied on by any
other person, nor may this letter or any copies thereof be furnished to a third
party, filed with a government agency, quoted, cited or otherwise referred to
without our prior written consent, except as noted below.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Dechert Price & Rhoads
[Coopers & Lybrand L.L.P. Letterhead]
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the 1995 Stock-Based Incentive Compensation Plan and
the 1996 Non Employee Director Stock-Based Incentive Compensation Plan of The
Carbide/Graphite Group, Inc. of our report dated September 10, 1997, except for
Note 16 as to which the date is September 26, 1997, on our audits of the
consolidated financial statements and financial statement schedules of The
Carbide/Graphite Group, Inc. included in its Annual Report on Form 10-K for the
fiscal year ended July 31, 1997
/s/ Coopers & Lybrand
June 23, 1998
