<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ____________, 1999.
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
<TABLE>
<CAPTION>
ONE GATEWAY CENTER, 19TH FLOOR
<S> <C> <C> <C> <C>
DELAWARE PITTSBURGH, PENNSYLVANIA 15222 25-1575609
(State of Incorporation) (Address of principal executive offices) (Zip Code) (I.R.S. Employer
Identification No.)
</TABLE>
THE CARBIDE/GRAPHITE GROUP, INC.
1998 STOCK-BASED INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
Walter B. Fowler
The Carbide/Graphite Group, Inc.
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 10012
(212) 698-9508
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering aggregate registration
to be registered registered(1) price per share(2) offering price(2) fee(3)
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<S> <C> <C> <C> <C>
Common Stock
par value $.01 per 450,000 shares $14.25 $6,412,500 $1,891.69
share
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement of The Carbide/Graphite Group, Inc. (the
"Registrant") relates to the registration of the offer and sale of up
to an aggregate of 450,000 shares of the Registrant's Common Stock,
par value $0.01 per share ("Common Stock"), pursuant to The
Carbide/Graphite Group, Inc. 1998 Stock-Based Incentive Compensation
Plan.
(2) The amounts are based upon the average of the high and low sale
prices for the Common Stock as reported on the NASDAQ National Market
on May 10, 1999, and are used solely for the purpose of calculating
the registration fee in accordance with paragraphs (c) and (h) of
Rule 457 under the Securities Act of 1933.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: Proposed maximum aggregate offering price multiplied by
0.000295.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will be
sent or given to employees eligible to participate in The Carbide/Graphite
Group, Inc. 1998 Stock-Based Incentive Compensation Plan (the "Plan") as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Those documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of The Carbide/Graphite Group, Inc. (the
"Registrant") and the Plan filed or to be filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement as of their respective dates:
(a) The Registrant's annual report on Form 10-K filed on October 23,
1998 by the Registrant, pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), for the fiscal year ended
July 31, 1998;
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or Section 15(d) of the Exchange Act since July 31, 1998;
(c) A description of the Common Stock contained in the Registrant'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; and
(d) All documents subsequently filed by the Registrant 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 that indicates that all
securities offered by this Registration Statement have been sold or that
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 that is incorporated by
reference into this Registration Statement.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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
(iv) any transaction from which the director derived an improper personal
benefit. The Registrant's Restated Certificate of Incorporation provides that
the personal liability of directors of the Registrant is eliminated for each of
the acts, omissions, and other matters thus listed by Section 102(b)(7) of the
DGCL, including any matters in respect of which any director might be liable
under any successor of Section 174 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 Registrant 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 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
reason of his or her being a director or officer of the corporation if it is
determined that he or she acted in accordance with the applicable standard of
conduct set forth in such statutory provision. Article VII of the Registrant's
Restated By-Laws provides that the Registrant, 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 the right of the
Registrant), by reason of the fact such person is or was a director or officer
of the Registrant, or, if at a time when he or she was a director or officer of
the Registrant, is or was serving at the request of, or representing the
interests of, the Registrant 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
Registrant, and, with respect to any
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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 Registrant, the Registrant's Restated By-Laws provide that the Registrant,
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 Registrant, is or was serving at the request
of, or to represent the interests of, the Registrant 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 Registrant, 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 Registrant
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 Registrant maintains directors' and officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith and are incorporated by
reference as part of this Registration Statement:
4.1 Form of Restated Certificate of Incorporation of the
Registrant, incorporated herein by reference to Exhibit 3.1 to
the Registrant's Registration Statement on Form S-1, No.
33-91002.
4.2 Form of Restated By-Laws of the Registrant, incorporated
herein by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1, No. 33-91002.
5.1 Opinion of Dechert Price & Rhoads as to the legality of
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Dechert Price & Rhoads (contained in the opinion
filed as Exhibit 5.1 to this Registration Statement).
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24.1 Power of Attorney (set forth on the 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;
(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; and
(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 (i) and (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 with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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 that remain unsold at the
termination of the offering.
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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the
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<PAGE>
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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities 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 May 10, 1999.
THE CARBIDE/GRAPHITE GROUP, INC.
By: /s/ WALTER B. FOWLER
-----------------------------------
Walter B. Fowler
President, Chief Executive Officer
and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Walter B. Fowler and Stephen D. Weaver, and each of
them, as such person's true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
under the Securities Act of 1933, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully as to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or 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 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
Director
Date: May 10, 1999
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<PAGE>
By: /s/ STEPHEN D. WEAVER
-------------------------------------
Stephen D. Weaver
Vice President - Finance
Chief Financial Officer
(Principal Financial Officer)
Date: May 11,1999
By: /s/ JEFFREY T. JONES
-------------------------------------
Jeffrey T. Jones
Controller - Corporate Finance
(Principal Accounting Officer)
Date: May 11, 1999
By: /s/ JAMES G. BALDWIN
-------------------------------------
James G. Baldwin
Director
Date: May 11, 1999
By: /s/ JAMES R. BALL
-------------------------------------
James R. Ball
Director
Date: May 11, 1999
By: /s/ PAUL F. BALSER
-------------------------------------
Paul F. Balser
Director
Date: May 11, 1999
By: /s/ ROBERT M. HOWE
-------------------------------------
Robert M. Howe
Director
Date: May 11, 1999
By: /s/ RONALD B. KALICH
-------------------------------------
Ronald B. Kalich
Director
Date: May 11, 1999
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<PAGE>
By: /s/ NICHOLAS T. KAISER
-------------------------------------
Nicholas T. Kaiser
Director
Date: May 11, 1999
By: /s/ C. E. SLATER
-------------------------------------
Charles E. Slater
Director
Date: May 11, 1999
*Signatures representing the Registrant's Chief Executive Officer, Principal
Financial Officer, Principal Accounting Officer, and a majority of the
Registrant's Board of Directors
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EXHIBIT INDEX
4.1 Form of Restated Certificate of
Incorporation of the Registrant,
incorporated herein by reference to Exhibit
3.1 to the Registrant's Registration
Statement on Form S-1, No. 33-91002.
4.2 Form of Restated By-Laws of the Registrant,
incorporated herein by reference to Exhibit
3.2 to the Registrant's Registration
Statement on Form S-1, No. 33-91002.
5.1 Opinion of Dechert Price & Rhoads as to the
legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Dechert Price & Rhoads (contained
in the opinion filed as Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney (set forth on signature
page of this Registration Statement).
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EXHIBIT 5.1
[DECHERT PRICE & RHOADS LETTERHEAD]
May 13, 1999
The Carbide/Graphite Group, Inc.
One Gateway Center, 19th Floor
Pittsburgh, PA 15222
Dear Sirs:
With reference to the registration statement on Form S-8 that The
Carbide/Graphite Group, Inc. (the "Company") proposes to file with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, registering 450,000 shares of common stock (par value $0.01
per share) of the Company (the "Shares") that may be offered and sold by the
Company under The Carbide/Graphite Group, Inc. 1998 Stock-Based Incentive
Compensation Plan (the "Plan"), which Shares, under the terms of the Plan, may
be authorized and unissued shares or treasury shares, we are of the opinion
that:
1. the Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware;
and
2. all proper corporate proceedings have been taken so that any
Shares to be offered and sold that are newly issued have been
duly authorized and, upon sale and payment therefor in
accordance with the Plan and the resolutions of the Board of
Directors relating to the offering and sale of common stock
thereunder, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission in
connection with the registration statement referred to above.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
--------------------------
Dechert Price & Rhoads
<PAGE>
EXHIBIT 23.1
[PRICEWATERHOUSECOOPERS LLP LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated September 15, 1998 relating to the
financial statements and financial statement schedules of The Carbide/Graphite
Group, Inc. and Subsidiaries, which appear in The Carbide/Graphite Group, Inc.
and Subsidiaries' Annual Report on Form 10-K for the year ended July 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
------------------------------
Pricewaterhousecoopers LLP
Pittsburgh, Pennsylvania
May 12, 1999
