As filed with the
Securities and Exchange Commission on July 26, 2006
Registration No.
333-82411
UNITED STATES
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
GRAFTECH
INTERNATIONAL LTD.
(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.) |
12900 Snow Road
Parma, Ohio 44130
(216) 676-2000
(Address of Principal Executive Offices and Zip Code)
UCAR International Inc.
Management Stock Option Plan
(Full Title of the Plan)
Gary R. Whitaker, Esq.
General Counsel, Vice President and Secretary
12900 Snow Road
Parma, Ohio 44130
(Name and Address of Agent for Service)
(216) 676-2426
(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, CT 06901
(203) 324-1400
DEREGISTRATION OF
SECURITIES
GrafTech
International Ltd. (the “Registrant”) is filing this post-effective amendment to
deregister securities registered for issuance pursuant to the UCAR International Inc.
Management Stock Option Plan (as amended and restated, the “Plan”) on
Registration Statement on Form S-8, No. 333-82411 (the “Registration
Statement”). The Registration Statement registered 3,113,172 shares of common stock,
par value $.01 per share, of the Registrant for issuance in accordance with the Plan. All
remaining unissued shares are hereby deregistered.
2
ITEM 8. EXHIBITS.
The
following opinions, consents and other documents are attached hereto as exhibits:
| 4.1 |
|
UCAR
International Inc. Management Stock Option Plan effective as of
September 29, 1998 (Senior Management Version)
(previously filed). |
| 4.2 |
|
Form
of Non-Qualified Stock Option Agreement (incorporated by reference to
the Registration Statement of the Registrant on
Form S-1 (File No. 333-84850)). |
| 4.3 |
|
Form
of Non-Qualified Stock Option Agreement (standard version)
(incorporated by reference to the Annual Report on
Form 10-K of the Registrant for the year ended
December 31, 1998). |
| 4.4 |
|
UCAR
International Inc. 1996 Mid-Management Equity Incentive Plan effective
as of February 6, 1996 (incorporated by reference
to the Registration Statement of the Registrant on
Form S-1 (File No. 333-1090)). |
| 5.1 |
|
Opinion
of Kelley Drye & Warren LLP regarding legality of the securities
originally registered (previously filed). |
| 5.2 |
|
Opinion
of Kelley Drye & Warren LLP regarding legality of the securities
originally registered subsequently (previously
filed). |
| 23.1 |
|
Consent
of KPMG LLP (previously filed). |
| 23.2 |
|
Consent
of Kelley Drye & Warren LLP (previously filed). |
| 24.1 |
|
Power
of Attorney for R. Eugene Cartledge.* |
| 24.2 |
|
Power
of Attorney for Mary B. Cranston.* |
| 24.3 |
|
Power
of Attorney for John R. Hall.* |
| 24.4 |
|
Power
of Attorney for Ferrell P. McClean.* |
| 24.5 |
|
Power
of Attorney for Michael C. Nahl.* |
| 24.6 |
|
Power
of Attorney for Craig S. Shular.* |
| 24.7 |
|
Power
of Attorney for Harold E. Layman.* |
| 24.8 |
|
Power
of Attorney for Frank A. Riddick, III.* |
3
SIGNATURES
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 Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Parma, State of Ohio,
on the 25th day of July, 2006.
|
|
GRAFTECH INTERNATIONAL LTD.
By: /s/ Mark Widmar
Name: Mark Widmar
Title: Chief Financial Officer |
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.
*
Craig S. Shular |
Chief Executive Officer, President and
Director (Principal Executive Officer) |
July 25, 2006 |
/s/ Mark Widmar
Mark Widmar |
Chief Financial Officer and Vice
President (Principal Accounting Officer) |
July 25, 2006 |
*
R. Eugene Cartledge |
Director |
July 25, 2006 |
*
Mary B. Cranston |
Director |
July 25, 2006 |
*
John R. Hall |
Director |
July 25, 2006 |
*
Harold E. Layman |
Director |
July 25, 2006 |
*
Ferrell P. McClean |
Director |
July 25, 2006 |
*
Michael C. Nahl |
Director |
July 25, 2006 |
*
Frank A. Riddick, III |
Director |
July 25, 2006 |
*By
/s/ Mark Widmar
Mark Widmar,
Chief Financial Officer,
as Attorney-in-fact |
|
|
4
EXHIBIT INDEX
| 4.1 |
|
UCAR
International Inc. Management Stock Option Plan effective as of
September 29, 1998 (Senior Management Version)
(previously filed). |
| 5.1 |
|
Opinion
of Kelley Drye & Warren LLP regarding legality of the securities
originally registered (previously filed). |
| 5.2 |
|
Opinion
of Kelley Drye & Warren LLP regarding legality of the securities
being registered (previously
filed). |
| 23.1 |
|
Consent
of KPMG LLP (previously filed). |
| 23.2 |
|
Consent
of Kelley Drye & Warren LLP (previously filed). |
| 23.3 |
|
Consent
of Kelley Drye & Warren LLP (included in Exhibit 5.2) (previously filed). |
| 24.1 |
|
Power
of Attorney for R. Eugene Cartledge. |
| 24.2 |
|
Power
of Attorney for Mary B. Cranston. |
| 24.3 |
|
Power
of Attorney for John R. Hall. |
| 24.4 |
|
Power
of Attorney for Ferrell P. McClean. |
| 24.5 |
|
Power
of Attorney for Michael C. Nahl. |
| 24.6 |
|
Power
of Attorney for Craig S. Shular. |
| 24.7 |
|
Power
of Attorney for Harold E. Layman. |
| 24.8 |
|
Power
of Attorney for Frank A. Riddick, III. |
5