AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1997
REGISTRATION NO. 333-2598
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UCAR INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1385548
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
39 OLD RIDGEBURY ROAD
DANBURY, CONNECTICUT 06817
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
EQUITY OWNERSHIP PROGRAM
(FULL TITLE OF THE PLAN)
PETER B. MANCINO, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
UCAR INTERNATIONAL INC.
39 OLD RIDGEBURY ROAD
DANBURY, CONNECTICUT 06817
(203) 207-7740
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY REQUESTED TO:
M. RIDGWAY BARKER, ESQ.
KELLEY DRYE & WARREN
TWO STAMFORD PLAZA
281 TRESSER BOULEVARD
STAMFORD, CONNECTICUT 06901
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. X
<PAGE>
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 is to register
854,838 shares of Common Stock, par value $.01 per share, of UCAR International
Inc., which shares have been issued to the Selling Stockholders (as defined)
pursuant to an Equity Ownership Program of the Registrant. Certain of such
shares have already been sold pursuant to this Registration Statement on Form
S-8.
<PAGE>
854,838 SHARES
UCAR INTERNATIONAL INC.
COMMON STOCK
($.01 par value)
This Prospectus relates to the offer and sale of up to 854,838 shares (the
"Shares") of Common Stock, par value $.01 per share ("Common Stock"), of UCAR
International Inc. (the "Company" or the "Registrant") by or on behalf of
certain stockholders of the Company (the "Selling Stockholders").
The Shares may be offered and sold from time to time by one or more of the
Selling Stockholders. No Selling Stockholder is required to offer or sell any of
his Shares. The Selling Stockholders anticipate that, if and when offered and
sold, the Shares will be offered and sold in transactions effected on the New
York Stock Exchange (the "NYSE") at then prevailing market prices. The Selling
Stockholders reserve the right, however, to offer and sell the Shares on any
other national securities exchange on which the Common Stock may become listed
or in the over-the-counter market, in each case at then prevailing market
prices, or in privately negotiated transactions at a price then to be
negotiated. All offers and sales made on the NYSE or any other national
securities exchange or in the over-the-counter market will be made through or to
licensed or registered brokers and dealers. All proceeds from the sale of the
Shares will be paid directly to the Selling Stockholders and will not be
deposited in an escrow, trust or other similar arrangement. The Company will not
receive any of the proceeds from the sales of the Shares by the Selling
Stockholders. No discounts, commissions or other compensation will be allowed or
paid by the Selling Stockholders or the Company in connection with the offer and
sale of the Shares, except that usual and customary brokers' commissions or
dealers' discounts may be paid or allowed by the Selling Stockholders.
The Common Stock is traded on the NYSE under the symbol "UCR." On August
7, 1997, the closing sale price of the Common Stock, as reported by the NYSE,
was $48.50 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is August 11, 1997.
1
<PAGE>
No broker, dealer, salesperson or other person has been authorized to give
any information or to make any representation not contained in this Prospectus
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company or any of the Selling
Stockholders. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to the date
hereof. This Prospectus shall not constitute an offer to sell or a solicitation
of an offer to buy any securities in any jurisdiction to any person to whom it
would be unlawful to make such an offer or solicitation in such jurisdiction.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (together with all
amendments, exhibits, schedules and supplements thereto (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act")
with respect to the Shares. This Prospectus, which forms a part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement. For further information with respect to UCAR and the
Shares, reference is made to the Registration Statement. Statements contained in
this Prospectus as to the contents of any contract or other document are not
necessarily complete and, where such contract or other document is an exhibit to
the Registration Statement, each such statement is qualified in all respects by
the provisions in such exhibit, to which reference is hereby made. Copies of the
Registration Statement may be examined without charge at the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, and the Commission's Regional Offices located at Seven World Trade
Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of all or any
portion of the Registration Statement can be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, upon
payment of certain fees prescribed by the Commission.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files periodic reports, proxy statements and other information with
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of the
reports, proxy statements and information so filed can be obtained from the
Public Reference Section of the Commission, upon payment of certain fees
prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Securities Act and the Exchange Act are hereby
incorporated by reference in this Prospectus:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 (the "1996 10-K");
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997;
3. The portions of the Proxy Statement for the Registrant's 1997 Annual
Meeting, held on May 13, 1997, that have been incorporated by
reference in the 1996 10-K; and
4. The description of the Common Stock, contained in the Registration
Statement on Form 8-A, (File No. 1-13888) dated July 28, 1995 and
filed with the Commission under Section 12 of the
2
<PAGE>
Exchange Act including any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Shares to be made hereunder
shall be deemed to be incorporated herein by reference and shall 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 herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
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 the Registration Statement or this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of the documents incorporated herein or in the Registration Statement by
reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information which the
Registration Statement so incorporates). Written or telephone requests for such
documents should be directed to UCAR International Inc., 39 Old Ridgebury Road,
Danbury, Connecticut 06817, (203) 207-7700.
THE COMPANY
The Company's business was founded in 1886 by National Carbon Company. In
1917, National Carbon Company, along with Union Carbide Company and three other
companies, became subsidiaries of a new corporation named Union Carbide and
Carbon Company, now known as Union Carbide Corporation ("Union Carbide"). In the
1950s, National Carbon Company was dissolved, and its business subsequently
became the Carbon Products Division of Union Carbide.
Effective January 1, 1989, Union Carbide realigned each of its worldwide
businesses into separate subsidiaries (the "Realignment"). In connection
therewith, the business of the Carbon Products Division was separated from Union
Carbide's other business and became owned by the Company, which was then
wholly-owned by Union Carbide. On February 25, 1991, Union Carbide sold 50% of
the common equity of the Company to Mitsubishi Corporation ("Mitsubishi") for
$233 million (the "Mitsubishi Purchase"). Since the Mitsubishi Purchase, the
Company has operated on a stand alone basis in all material respects. In this
regard, the Company has been self-financing, except for certain credit
enhancements which were provided by Union Carbide and Mitsubishi and which the
Company terminated in their entirety in September 1994.
On January 26, 1995, the Company consummated a leveraged recapitalization
(the "Recapitalization") pursuant to the Recapitalization and Stock Purchase and
Sale Agreement dated as of November 14, 1994 (the "Recapitalization Agreement")
among Blackstone Capital Partners II Merchant Banking Fund L.P. ("BCP"),
Blackstone Offshore Capital Partners II L.P. ("BOCP"), Blackstone Family
Investment Partnership II L.P. ("BFIP" and, together with BCP and BOCP,
"Blackstone"), Union Carbide, Mitsubishi and UCAR. Pursuant to the
Recapitalization: (i) UCAR issued Common Stock representing approximately 75% of
the then outstanding Common Stock to Blackstone, Chase Equity Associates, L.P.
and certain members of management for $203 million; (ii) UCAR Global Enterprises
Inc., as wholly-owned subsidiary of UCAR ("Global"), and certain of its
subsidiaries borrowed $585 million under senior secured bank facilities (the
"Recapitalization Bank Facilities"); (iii) Global issued $375 million of
Subordinated Notes; (iv) the Company repaid approximately $250 million of then
existing indebtedness; (v) UCAR repurchased and cancelled all of the common
equity then held by Mitsubishi for $406 million; (vi) UCAR paid to Union Carbide
a cash dividend of $347 million on the common equity then held by Union Carbide,
which common equity was reclassified and immediately thereafter represented
approximately 25%
3
<PAGE>
of the then outstanding Common Stock; and (vii) certain members of management
received restricted stock matching a portion of the Common Stock purchased by
them and options to purchase up to an aggregate of 12% of the then outstanding
Common Stock on a fully diluted basis, subject to certain vesting provisions. In
connection with the Recapitalization, the Company transferred all of the stock
of its operating subsidiaries to Global or subsidiaries of Global. UCAR
currently holds no material assets other than common stock of Global.
On August 15, 1995, UCAR completed its initial public offering of Common
Stock (the "Initial Offering"). In connection with the Initial Offering, UCAR
sold Common Stock representing 22% of the Common Stock outstanding immediately
after the Initial Offering for net proceeds of $227 million and Union Carbide
sold all of the Common Stock then owned by it. UCAR used net proceeds from the
Initial Offering to contribute to Global an amount sufficient to redeem $175
million aggregate principal amount of Subordinated Notes at a redemption price
equal to 110% of the aggregate principal amount thereof, plus accrued interest
thereon of $4 million (the "Redemption"). On October 19, 1995, the Company
refinanced the Recapitalization Bank Facilities (such new facilities, the
"Senior Bank Facilities") at more favorable interest rates and with more
favorable covenants (the "Refinancing"). The Redemption and Refinancing reduced
the Company's annual interest expense by approximately $34 million (based on the
principal amounts outstanding and the interest rates in effect at the time of
the Redemption and the Refinancing, respectively). The Senior Bank Facilities
were amended and restated on March 19, 1997 to increase the amount available
under the revolving credit facility to $200 million from $100 million and to
change the covenants to allow more flexibility in uses of free cash flow.
In March 1996, certain stockholders of UCAR, including Blackstone, sold an
aggregate of 16,675,000 shares of Common Stock in a secondary public offering
(the "1996 Secondary Offering"). UCAR did not sell any shares in the 1996
Secondary Offering and did not receive any proceeds from the shares sold by the
selling stockholders but did receive proceeds of approximately $1.5 million from
the exercise of options by certain of the selling stockholders in connection
with the sale in the 1996 Secondary Offering of the shares acquired upon the
exercise of such options.
In February 1997, UCAR's Board of Directors authorized a program to
repurchase up to $100 million of Common Stock at prevailing prices from time to
time in the open market or otherwise depending on market conditions and other
factors. In April 1997, Blackstone sold an aggregate of 6,411,227 shares of
Common Stock in a secondary public offering (the "1997 Secondary Offering").
UCAR did not sell any shares in the 1997 Secondary Offering and did not receive
any proceeds from the shares sold by Blackstone. Concurrently with the 1997
Secondary Offering, UCAR repurchased 1,300,000 shares of Common Stock from
Blackstone (the "Blackstone Share Repurchase") for approximately $48 million,
which constituted part of the stock repurchase program. After the 1996 Secondary
Offering, the 1997 Secondary Offering and the Blackstone Share Repurchase,
Blackstone ceased to be a principal stockholder of UCAR.
The Company is a corporation formed under the laws of the State of
Delaware on November 24, 1993. The mailing address of its principal executive
office is 39 Old Ridgebury Road, Danbury, Connecticut 06817. The telephone
number of such office is (203) 207-7700.
4
<PAGE>
SELLING STOCKHOLDERS
This Prospectus covers offers and sales from time to time by or on behalf
of each Selling Stockholder of the Shares owned by each such Selling
Stockholder. The following table sets forth certain information relating to the
Shares and the Selling Stockholders as of July 31, 1997. Any or all of the
Shares listed may be offered for sale by the Selling Stockholders from time to
time. All of the Shares were issued under the UCAR International Inc. Equity
Ownership Program. As of June 30, 1997, the Company had 45,802,588 shares of
Common Stock issued and outstanding.
<TABLE>
<CAPTION>
Number of Shares Number of Shares of Percentage of
of Common Common Stock Which OUTSTANDING SHARES
Stock Beneficially May Be Offered and
Selling Owned Prior Sold by such Selling Before After
STOCKHOLDER TO THE OFFERING STOCKHOLDER OFFERING OFFERING
<S> <C> <C> <C> <C>
William D. Cate(a) 125,802 19,402 * *
Donald Corbett 2,628 2,628 * *
Shelley H. Corbett 3,941 3,941 * *
Robert J. Hart(a) 449,764 170,234 * *
Krass Family Limited Partnership 214,853 214,853 * *
Robert P. Krass(a) 1,158,958 121,147 2.5 2.2
Peter B. Mancino(a) 205,903 17,608 * *
William P. Wiemels(a) 322,103 34,133 * *
Christine Wiemels 16,000 16,000 * *
Fred C. Wolf(a) 163,695 17,608 * *
______________
* Represents holdings of less than one percent.
</TABLE>
(a) Each such Selling Stockholder has been employed by the Company in various
positions during the past three years.
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to time by one or more of the
Selling Stockholders. No Selling Stockholder is required to offer or sell any of
his Shares. The Selling Stockholders anticipate that, if and when offered and
sold, the Shares will be offered and sold in transactions effected on the NYSE
at then prevailing market prices. The Selling Stockholders reserve the right,
however, to offer and sell the Shares on any other national securities exchange
on which the Common Stock may become listed or in the over-the-counter market,
in each case at then prevailing market prices, or in privately negotiated
transactions at a price then to be negotiated. All offers and sales made on the
NYSE or any other national securities exchange or in the over-the-counter market
will be made through or to licensed or registered brokers and dealers. No
agreements, arrangements or understandings have been entered into with any
broker or dealer, and no brokers or dealers have been selected, in connection
with the offer and sale of the Shares. No discounts, commissions or other
compensation will be allowed or paid by the Selling Stockholders or the Company
in connection with the offer and sale of the Shares, except that usual and
customary brokers' commissions and dealers' discounts
5
<PAGE>
may be paid or allowed by the Selling Stockholders. All proceeds from the sale
of the Shares will be paid directly to the Selling Stockholders and will not be
deposited in an escrow, trust or other similar arrangement. The Company will not
receive any of the proceeds from the sale of the Shares by the Selling
Stockholders.
Any such broker or dealer may sell the Shares as agent or may acquire the
Shares as principal and from time to time thereafter or sell the Shares to the
public or others at varying prices to be determined by such dealer at the time
of resale.
EXPERTS
The Consolidated Financial Statements of the Company at December 31, 1995
and 1996 and for each of the years in the three year period ended December 31,
1996, which are included in UCAR's Annual Report on Form 10-K for the year ended
December 31, 1996, have been incorporated by reference in this Prospectus and in
the Registration Statement in which this Prospectus appears in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants, which
is incorporated by reference herein, and upon the authority of such firm as
experts in accounting and auditing.
The report of KPMG Peat Marwick LLP refers to a change in 1996 in the
Company's method of determining LIFO inventories.
LEGAL MATTERS
Certain legal matters in connection with the legality of the Shares have
been passed upon for the Company by Kelley Drye & Warren LLP, Stamford,
Connecticut.
* * * * *
6
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"Law") provides as follows:
"(a) 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 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,
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.
(b) 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 interest 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 with the Court of Chancery or such other court shall
deem proper.
II-1
<PAGE>
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are 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.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power 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 him
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 him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation of
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references
to "serving at the request of the corporation" shall include any service as a
II-2
<PAGE>
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement vote of stockholders or
disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).
Section 102(b)(7) of the Law provides as follows:
(b) In addition to the matters required to be set forth in the certificate
of incorporation by subsection (a) of this section, the certificate of
incorporation may also contain any or all of the following matters:
(7) 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 such provision shall not eliminate or
limit the liability of a director (i) for any breach of the directors 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 this Title, or (iv) for any transaction from
which he 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. All references in this
paragraph to a director shall also be deemed to refer (x) to a member of the
governing body of a corporation which is not authorized to issue capital stock,
and (y) to such other person or persons, if any, who, pursuant to a provision of
the certificate of incorporation in accordance with subsection (a) of ss.141 of
this title, exercise or perform any of the powers or duties otherwise conferred
or imposed upon the board of directors by this title."
The Company maintains a director's and officer's liability insurance
policy which indemnifies directors and officers for certain losses arising from
claims by reason of a wrongful act, as defined therein, under certain
circumstances.
Certain directors of the registrant may be entitled to indemnification
under separate contractual arrangements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
These securities were sold to the Selling Stockholders in transactions not
involving any public offering in the United States. Accordingly, these
transactions were exempt from registration under Section 4(2) of the Securities
Act.
II-3
<PAGE>
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement.
4.1 Form of Management Common Stock Subscription Agreement
(incorporated by reference to Exhibit 2.5 to the Registration
Statement of the Registrant and UCAR Global Enterprises Inc. on
Form S-1 (File No. 33-84850))
4.2 Form of Management Pledge and Security Agreement, together with
Form of Promissory Note (incorporated by reference to Exhibit 2.6
to the Registration Statement of the Registrant on Form S-1 (File
No.
33-94698))
4.3 Form of Amendment, Waiver and Release in connection with such
Management Common Stock Subscription Agreements, Management
Pledge and Security Agreements and Promissory Notes (incorporated
by reference to Exhibit 2.6(b) to the Registration Statement of
the Registrant on Form S-1 (File No. 333-1090))
4.4 Stock Repurchase Agreement dated as of April 2, 1997 among UCAR
International Inc., Blackstone Capital Partners Merchant Banking
Fund L.P., Blackstone Offshore Capital Partners II L.P.,
Blackstone Family Investment Partnership II L.P. and Chase Equity
Associates, L.P. (incorporated by reference to Exhibit 2.33 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997)
23.1* Consent of Kelley Drye & Warren LLP
23.2 Consent of KPMG Peat Marwick LLP
24* Powers of Attorney (included on signature page)
* Previously filed.
ITEM 9. UNDERTAKINGS.
A. 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-4
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation form the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; PROVIDED,
HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registrant
Statement is on Form S-3, Form S-8 or Form F-3, and 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 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.
B. 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 15(d) of the Exchange
Act that is incorporated by reference in this 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.
C. 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 provisions described in Item 6, 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.
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DANBURY,
STATE OF CONNECTICUT, ON THE 11TH DAY OF AUGUST, 1997 AND CERTIFIES THAT IT HAS
REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING
ON FORM S-8.
UCAR INTERNATIONAL INC.
By: /S/ PETER B. MANCINO
Title: Vice President and
General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE
*
Chairman of the Board, President August 11, 1997
Robert P. Krass and Chief Executive Officer
(Principal Executive Officer)
*
Vice President, Chief Financial August 11, 1997
William P. Wiemels Officer and Treasurer (Principal
Financial and Accounting
Officer)
* August 11, 1997
Director
Robert D. Kennedy
* August 11, 1997
Director
John R. Hall
August 11, 1997
*
Director
R. Eugene Cartledge
* By /S/ PETER B. MANCINO
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
4.1 Form of Management Common Stock Subscription
Agreement (incorporated by reference to Exhibit
2.5 to the Registration Statement of the
Registrant and UCAR Global Enterprises Inc. on
Form S-1 (File No. 33-84850))
4.2 Form of Management Pledge and Security Agreement,
together with Form of Promissory Note (incorporated
by reference to Exhibit 2.6 to the Registration
Statement of the Registrant on Form S-1 (File
No. 33-94698))
4.3 Form of Amendment, Waiver and Release in connection
with such Management Common Stock Subscription
Agreements, Management Pledge and Security Agreements
and Promissory Notes (incorporated by reference to
Exhibit 2.6(b) to the Registration Statement of the
Registrant Form S-1 (File No. 333-1090))
4.4 Stock Repurchase Agreement dated as of April 2,
1997 among UCAR International Inc., Blackstone
Capital Partners Merchant Banking Fund L.P.,
Blackstone Offshore Capital Partners II L.P.,
Blackstone Family Investment Partnership II L.P.
and Chase Equity Associates, L.P. (incorporated
by reference to Exhibit 2.33 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997)
23.1* Consent of Kelley Drye & Warren LLP
23.2 Consent of KPMG Peat Marwick LLP
24* Powers of Attorney (included on signature page)
* Previously filed.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the use of our report incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the prospectus. Our
report on the consolidated financial statements refers to a change in the method
of determining LIFO inventories in 1996.
/s/ KPMG Peat Marwick LLP
Stamford, Connecticut
August 6, 1997
<PAGE>
