As filed with the Securities and Exchange Commission on December 21, 2000.
Registration No. 333-
================================================================================
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)
One Gateway Center, 19th Floor
Delaware Pittsburgh, Pennsylvania 15222 25-1575609
(State of (Address of principal executive offices) (I.R.S. Employer
Incorporation) (Zip Code) Identification No.)
THE CARBIDE/GRAPHITE GROUP, INC.
SAVINGS INVESTMENT 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
30 Rockefeller Plaza
New York, New York 10012
(212) 698-9508
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum
Securities to be offering aggregate Amount of
to be registered price per offering registration
registered (1) share (2) price (2) fee
--------------------------------------------------------------------------------
Common Stock 750,000
$.01 Par Value Shares $1.63 $1,222,500 $323.00
--------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminable
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Calculated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) and (h), based upon the reported closing
price of the registrant's Common Stock reported on the NASDAQ
National Market on December 19, 2000.
================================================================================
<PAGE> 2
PART II
PRIOR REGISTRATION STATEMENT
This registration statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering additional shares
of Common Stock of the registrant in connection with The Carbide/Graphite Group,
Inc. Savings Investment Plan (the "Plan"). A registration statement on Form S-8,
File No. 333-16843 (the "Prior Registration Statement") was filed on November
26, 1996 in respect of shares of Common Stock to be offered pursuant to the Plan
and is currently effective. The contents of the Prior Registration Statement, to
the extent not otherwise amended or superseded by the contents hereof, are
incorporated herein by reference.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In addition to those documents incorporated by reference in the Prior
Registration Statement, the following documents filed by the Corporation with
the Commission are incorporated by reference into this Registration Statement:
(a) The Corporation's Annual Report on Form 10-K for the year ended
July 31, 2000, filed November 14, 2000, which contains audited financial
statements for the Registrant's fiscal year ended July 31, 2000.
(b) The Corporation's Form 11-K, for the Plan's fiscal year ended
December 31, 1999, filed June 28, 2000.
Item 8. Exhibits.
The following exhibits are filed herewith as part of this Registration
Statement:
23.1 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (set forth on signature page of this
Registration Statement)
<PAGE> 3
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
December 19, 2000.
THE CARBIDE/GRAPHITE GROUP, INC.
By:/s/ Walter B. Fowler
-----------------------------
Walter B. Fowler
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes Walter B.
Fowler and William M. Thalman, and each of them his true and lawful
attorneys-in-fact and agents each with full power of substitution and
resubstitution for him in any and all capacities to sign any and all amendments
(including pre- or post-effective amendments) to this Registration Statement on
Form S-8 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1993, as amended, hereby ratifying and confirming all that
each such attorney-in-fact, or his substitute or substitutes, may do or cause to
be done by virtue thereof.
<PAGE> 4
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date indicated.*
Date
/s/ Walter B. Fowler
----------------------------- December 19, 2000
Walter B. Fowler, President,
Chief Executive Officer and
Director
(Principal Executive Officer)
/s/ William M. Thalman
----------------------------- December 21, 2000
William M. Thalman,
Vice President & Treasurer
(Principal Financial Officer)
/s/ Jeffrey T. Jones
----------------------------- December 21, 2000
Jeffrey T. Jones,
Vice President - Controller
(Principal Accounting Officer)
/s/ James R. Ball
----------------------------- December 20, 2000
James R. Ball, Director
/s/ Paul F. Balser
----------------------------- December 21, 2000
Paul F. Balser, Director
/s/ Robert M. Howe
----------------------------- December 21, 2000
Robert M. Howe, Director
/s/ Ronald B. Kalich
----------------------------- December 19, 2000
Ronald B. Kalich, Director
/s/ Nicholas T. Kaiser
----------------------------- December 21, 2000
Nicholas T. Kaiser, Director
/s/ Charles E. Slater
----------------------------- December 21, 2000
Charles E. Slater, Director
* Signatures representing a majority of the Company's Board of Directors.
<PAGE> 5
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the administrator of The Carbide/Graphite Group, Inc. Savings Investment Plan
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 December 19, 2000.
THE CARBIDE/GRAPHITE GROUP, INC.
SAVINGS INVESTMENT PLAN
By: /s/ Walter E. Damian
-----------------------------
Walter E. Damian
Plan Administrator
<PAGE> 6
EXHIBIT INDEX
Exhibit No. Document
----------- --------
23.1 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (set forth on signature page of this
Registration Statement)
