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As filed with the Securities and Exchange Commission on September 27, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
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 Identification No.)
Incorporation or Organization)
3102 West End Avenue, Suite 1100
Nashville, Tennessee 37203
(Address of Principal Executive Offices, Including Zip Code)
UCAR International Inc.
Compensation Deferral Program
(Full Title of the Plan)
Karen G. Narwold, Esq.
Vice President, General Counsel and Secretary
UCAR International Inc.
3102 West End Avenue, Suite 1100
Nashville, Tennessee 37203
(615) 760-8227
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
____________
Copy to:
M. Ridgway Barker, Esq.
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
____________
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after this Registration Statement becomes effective. If the only
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. |_|
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
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CALCULATION OF REGISTRATION FEE
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Title of Units Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Price Registration Fee
Unit(1)
------------------------------------- ------------------ ---------------------- -------------------------- -------------------------
<S> <C> <C> <C> <C>
Deferred Compensation Obligations $15,000,000 100% $15,000,000 $3,960
(2)
===================================== ================== ====================== ========================== =========================
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
(2) The Deferred Compensation Obligations are unsecured obligations of UCAR
International Inc. to pay deferred compensation in the future in
accordance with the terms of the UCAR International Inc. Compensation
Deferral Program.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 is filed by UCAR International
Inc., a Delaware corporation (the "Registrant" or "UCAR"), with respect to
unsecured obligations of the Registrant to pay deferred compensation in the
future (the "Deferred Compensation Obligations") in accordance with the terms of
the UCAR International Inc. Compensation Deferral Program (the "Plan"). The
document(s) containing information required by the Securities and Exchange
Commission (the "Commission" or "SEC") as set forth in Part I of Form S-8 will
be sent or given to participants in the Plan, which Plan is listed on the cover
of this Registration Statement on Form S-8 (the "Registration Statement"), as
specified in Rule 428(b)(1) promulgated by the Commission under the Securities
Act of 1933, as amended (the "Securities Act"). Such document(s) are not being
filed with the Commission but constitute (along with the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirement of Section 10(a) of the
Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
UCAR has filed the following documents with the SEC and they are hereby
incorporated by reference in this Registration Statement:
o UCAR's Annual Report on Form 10-K for the year ended December 31, 1999
o UCAR's Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000 and June 30, 2000
o UCAR's Proxy Statement relating to its Annual Meeting of Stockholders
held on May 9, 2000
o All documents subsequently filed by UCAR with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing
of such documents
Item 4. Description of Securities.
See Exhibit 4.1, which is incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
UCAR's by-laws provide as follows:
"Section 1. Indemnification.
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(a) Each person who is or was made a party or is threatened to be made
a party to, or is or was involved in, any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he, or a person of whom he is the legal representative, is or was
a director, officer, employee or, pursuant to a resolution or resolutions
adopted by the affirmative vote of a majority of the Board, agent of the
Corporation or a subsidiary of the Corporation or is or was serving at the
request of the Corporation as a director, officer, partner, member, employee,
agent or trustee of another corporation (other than a subsidiary of the
Corporation) or of a partnership, joint venture, trust or other enterprise,
including an employee benefit plan, whether the basis of such proceeding is
alleged action in an official capacity as an officer or director or in any other
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capacity while so serving, shall be indemnified by the Corporation for and held
harmless by the Corporation from and against, to the fullest extent authorized
by the Law, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader or greater rights to indemnification than the Law
prior to such amendment permitted the Corporation to provide), all expenses,
liabilities and losses (including attorneys' fees, judgments, fines, excise
taxes, penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith; provided, however,
that except as provided herein with respect to proceedings seeking to enforce
rights to indemnification, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board. Such right to indemnification shall continue as to a
person who has ceased to be such an officer, director, partner, member,
employee, agent or trustee and shall inure to the benefit of his or her heirs,
executors and administrators. Such right to indemnification shall be a contract
right and shall include the right of a director, officer, partner, member,
employee, agent or trustee to be paid the expenses (including costs and
attorneys' fees and disbursements) incurred in defending a proceeding in advance
of its final disposition to the fullest extent authorized by the Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader or greater rights to indemnification than the Law prior to such
amendment permitted the Corporation to provide); provided, however, that, if the
Law requires, the payment of such expenses incurred by a director or officer of
the Corporation in his capacity as a director or officer of the Corporation (and
not in any other capacity in which service was or is rendered by such person
while a director or officer of the Corporation, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Article or otherwise. Such right to
indemnification and to the payment of expenses may be granted to any other
employee or agent of the Corporation or its subsidiaries if, and to the extent,
authorized by the Board.
(b) If a claim under this Article is not paid in full by the
Corporation within thirty (30) days after a written demand therefor has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall also be entitled to be paid
the expense of prosecuting such suit. It shall be a defense to any such suit
(other than a suit brought to enforce a claim for expenses incurred in defending
a proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Law for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including the Board, independent legal counsel to the Corporation
or the stockholders) to have made a determination prior to the commencement of
such suit that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Law nor an actual determination by the Corporation (including the Board,
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independent legal counsel to the Corporation or the stockholders) that the
claimant has not met such applicable standard of conduct shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.
Section 2. Indemnification Not Exclusive.
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The indemnification of or the payment of expenses for any person under
this Article, or the right of any person to indemnification or payment of
expenses under this Article, shall not limit or restrict in any way the power of
the Corporation to indemnify or pay expenses for such person in any other manner
permitted by law or be deemed exclusive of, or invalidate, any other right which
such person may have or acquire under any law, agreement, vote of stockholders
or disinterested directors, or otherwise.
Section 3. Successors.
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The right of any person to indemnification and payment of expenses
under this Article shall continue as to a person after such person shall have
ceased to be such an officer, director, partner, member, employee, agent or
trustee, shall inure to the benefit of the heirs, distributees, executors,
administrators and other legal representatives of such person, shall survive and
not be adversely affected by any modification or repeal of this Article with
respect to any claim or proceeding which arose or transaction, matter, event or
condition which occurred or existed before such modification or repeal and shall
be binding upon all successors of the Corporation.
Section 4. Insurance.
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The Corporation may purchase and maintain insurance on behalf of any
person who is or was such an officer, director, partner, member, employee, agent
or trustee against any liability asserted against such person as such an
officer, director, partner, member, employee, agent or trustee or arising out of
such person's status as such an officer, director, partner, member, employee,
agent or trustee, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
Article or applicable law.
Section 5. Definition of Certain Terms.
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(a) For purposes of this Article, references to "fines" shall include
any excise taxes assessed on a person with respect to an employee benefit plan;
and references to "serving at the request of the Corporation" shall include any
service as a director, officer, fiduciary, employee or agent of the Corporation
which imposes duties on, or involves services by, such director, officer,
fiduciary, employee or agent with respect to an employee benefit plan, its
participants or its beneficiaries.
(b) For the purposes of this Article and the Law, a person who acted in
good faith and in a manner such person 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 interest of the
Corporation."
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UCAR's certificate of incorporation provides as follows:
"A director shall not be personally liable to the Corporation
or the stockholders for monetary damages for breach of fiduciary duty as a
director, except (i) for any breach of the duty of loyalty of such director to
the Corporation or such holders, (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 the Law and (iv) for any transaction from which such director
derives an improper personal benefit. If the Law is hereafter amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director shall be eliminated or
limited to the fullest extent permitted by the Law, as so amended. No repeal or
modification of this Article TENTH shall adversely affect any right of or
protection afforded to a director prior to such repeal or modification."
UCAR 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.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
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4 UCAR International Inc. Compensation Deferral Program
5 Opinion of Kelley Drye & Warren LLP
23.1 Consent of KPMG LLP
23.2 Consent of Kelley Drye & Warren LLP (included in Exhibit 5)
24 Powers of Attorney of Directors and Certain Officers of UCAR
(included on the signature pages hereof)
Item 9. Undertakings.
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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
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registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and the
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; 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 subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by UCAR pursuant to Section
13 or 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 which remain unsold at the termination of
the offering.
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of UCAR's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act),
that it 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of UCAR pursuant to the foregoing provisions described in Item 6 of this
Registration Statement, or otherwise, UCAR has been advised that in the opinion
of the SEC 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 UCAR of
expenses incurred or paid by a director, officer or controlling person of UCAR
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, UCAR 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
In accordance with 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 Nashville, State of Tennessee, on the 27th day of
September, 2000.
UCAR INTERNATIONAL INC.
By: /s/ Corrado F. DeGasperis
------------------------------
Name: Corrado F. DeGasperis
Title: Vice President and Chief
Information Officer
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below hereby constitutes and appoints Gilbert E. Playford, Craig S.
Shular, Corrado F. DeGasperis and Karen G. Narwold, and each of them
individually, his true and lawful agent, proxy and attorney-in-fact, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to (i) act on, sign and file with the
Securities and Exchange Commission any and all amendments to this registration
statement (which includes any additional registration statement under Rule
462(b)) together with all schedules and exhibits thereto, (ii) act on, sign and
file with the Securities and Exchange Commission any and all exhibits to this
registration statement and any and all exhibits and schedules thereto, (iii) act
on, sign and file any and all applications, registration statements, notices,
reports and other documents necessary or appropriate in connection with the
registration or qualification under foreign and state securities laws of the
securities described in this registration statement or any amendment thereto, or
obtain an exemption therefrom, in connection with the offering described
therein, and (iv) take any and all such actions which may be necessary or
appropriate in connection therewith, granting unto such agents, proxies and
attorneys-in-fact, and each of them individually, full power and authority to do
and perform each and every act and thing necessary or appropriate to be done, as
fully for all intents and purposes as he might or could do in person, hereby
approving, ratifying and confirming all that such agents, proxies and
attorneys-in-fact, any of them or any of his or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signatures Title Date
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<S> <C> <C>
Chairman of the Board, Chief Executive
/s/ Gilbert E. Playford Officer and President (Principal
------------------------------------------------ Executive Officer) September 27, 2000
Gilbert E. Playford
Executive Vice President, Electrode
/s/ Craig S. Shular Sales/Marketing, and Chief Financial
------------------------------------------------ Officer (Principal Financial Officer) September 27, 2000
Craig S. Shular
/s/ Corrado F. DeGasperis Vice President and Chief Information
------------------------------------------------ Officer (Principal Accounting Officer) September 27, 2000
Corrado F. DeGasperis
/s/ R. Eugene Cartledge
------------------------------------------------ Director September 27, 2000
R. Eugene Cartledge
/s/ Mary B. Cranston
------------------------------------------------ Director September 27, 2000
Mary B. Cranston
/s/ Alec Flamm
------------------------------------------------ Director September 27, 2000
Alec Flamm
/s/ John R. Hall
------------------------------------------------ Director September 27, 2000
John R. Hall
/s/ Thomas Marshall
------------------------------------------------ Director September 27, 2000
Thomas Marshall
/s/ Michael C. Nahl
------------------------------------------------ Director September 27, 2000
Michael C. Nahl
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EXHIBIT INDEX
Exhibit
4 UCAR International Inc. Compensation Deferral Program
5 Opinion of Kelley Drye & Warren LLP
23.1 Consent of KPMG LLP
23.2 Consent of Kelley Drye & Warren LLP (included in Exhibit 5)
24 Powers of Attorney of Directors and Certain Officers of UCAR
(included on the signature pages hereof)
