-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OdINQiO77mV3VB6Ql4MJwFlbG/o9dPX+9MM2fSOflp6PWy8tQUhIO0P+IhhMCtsU ZciNgpt+ygdMgdXqJf/2Rw== 0000932440-02-000136.txt : 20020415 0000932440-02-000136.hdr.sgml : 20020415 ACCESSION NUMBER: 0000932440-02-000136 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020318 EFFECTIVENESS DATE: 20020318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCAR INTERNATIONAL INC CENTRAL INDEX KEY: 0000931148 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 061385548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-02598 FILM NUMBER: 02577815 BUSINESS ADDRESS: STREET 1: 1521 CONCORD PIKE STREET 2: SUITE 301 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3027788227 MAIL ADDRESS: STREET 1: 1521 CONCORD PIKE STREET 2: SUITE 301 CITY: WILMINGTON STATE: DE ZIP: 19803 S-8 POS 1 ucar_s8am2.txt FORM S-8 POST-EFFECTIVE AMENDMENT NO. 2 As filed with the Securities and Exchange Commission on March 18, 2002 Registration No. 333-2598 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 2 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 Identification No.) Incorporation or Organization) Brandywine West 1521 Concord Pike, Suite 301 Wilmington, Delaware 19803 (Address of Principal Executive Offices, Including Zip Code) Equity Ownership Program (Full Title of the Plan) Karen G. Narwold, Esq. Vice President, General Counsel and Secretary UCAR International Inc. Brandywine West 1521 Concord Pike, Suite 301 Wilmington, Delaware 19803 (302) 778-8227 (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 ---------- ================================================================================ DEREGISTRATION OF SECURITIES UCAR International Inc. (the "Registrant") is filing this post-effective amendment to deregister securities registered for resale pursuant to its Equity Ownership Program (the "Plan") on Registration Statement on Form S-8, No. 333-2598 (the "Registration Statement"). The Registration Statement registered 854,838 shares of Common Stock, par value $0.01 per share, of the Registrant (the "Shares") 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: Exhibit No. Description 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 (previously filed). 23.2 Consent of KPMG Peat Marwick LLP (previously filed). 24 Powers of Attorney. 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 Wilmington, State of Delaware, on the 18th day of March, 2002. UCAR INTERNATIONAL INC. By: /s/ Karen G. Narwold ------------------------------------------------ Name: Karen G. Narwold Title: Vice President, Secretary 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, Chief Executive * Officer, President and Director March 18, 2002 - ------------------------------------------------ (Principal Executive Officer) Gilbert E. Playford * Vice President, Chief Financial Officer March 18, 2002 - ------------------------------------------------ and Chief Information Officer Corrado F. De Gasperis (Principal Financial and Accounting Officer) * Director March 18, 2002 - ------------------------------------------------ R. Eugene Cartledge * Director March 18, 2002 - ------------------------------------------------ Mary B. Cranston * Director March 18, 2002 - ------------------------------------------------ John R. Hall * Director March 18, 2002 - ------------------------------------------------ Thomas Marshall * Director March 18, 2002 - ------------------------------------------------ Ferrell P. McClean * Director March 18, 2002 - ------------------------------------------------ Michael C. Nahl * By: /s/ Karen G. Narwold ----------------------------------------------------------------- Karen G. Narwold, Attorney-in-Fact 4
EXHIBIT INDEX Exhibit No. Description Page No. ----------- ----------- -------- 24 Powers of Attorney. EX-24 3 ucrex24.txt POWERS OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby appoints each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen to be the undersigned's true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution (the "attorneys-in-fact"), to execute any and all registration statements, applications, notices and other documents, and any and all supplements and amendments thereto, to be filed with the Securities and Exchange Commission, or any other securities law administrator or any stock exchange or market to register, qualify or list securities issued, sold or delivered, or issuable, saleable or deliverable, under any employee benefit plan of UCAR International Inc. or its subsidiaries (collectively, the "Company"), in accordance with laws, rules and regulations and hereby grants to each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen and each of their substitutes the full power and authority to perform all acts necessary or appropriate in connection therewith. This Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorneys-in-fact named herein and shall not be affected by the subsequent death, disability or incompetence of the undersigned. This Power of Attorney shall remain in effect as long as the undersigned is a director of UCAR International Inc. unless voluntarily revoked. This Power of Attorney may be voluntarily revoked only by written notice to such attorneys-in-fact, delivered by registered mail or certified mail, return receipt requested. All persons dealing with any of the attorneys-in-fact named herein may assume that this Power of Attorney has not been revoked and may be relied upon unless they have actual knowledge of its voluntary revocation. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of November, 2001. /s/ Gilbert E. Playford ----------------------------------- Print Name: Gilbert E. Playford ---------------------- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby appoints each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen to be the undersigned's true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution (the "attorneys-in-fact"), to execute any and all registration statements, applications, notices and other documents, and any and all supplements and amendments thereto, to be filed with the Securities and Exchange Commission, or any other securities law administrator or any stock exchange or market to register, qualify or list securities issued, sold or delivered, or issuable, saleable or deliverable, under any employee benefit plan of UCAR International Inc. or its subsidiaries (collectively, the "Company"), in accordance with laws, rules and regulations and hereby grants to each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen and each of their substitutes the full power and authority to perform all acts necessary or appropriate in connection therewith. This Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorneys-in-fact named herein and shall not be affected by the subsequent death, disability or incompetence of the undersigned. This Power of Attorney shall remain in effect as long as the undersigned is a director of UCAR International Inc. unless voluntarily revoked. This Power of Attorney may be voluntarily revoked only by written notice to such attorneys-in-fact, delivered by registered mail or certified mail, return receipt requested. All persons dealing with any of the attorneys-in-fact named herein may assume that this Power of Attorney has not been revoked and may be relied upon unless they have actual knowledge of its voluntary revocation. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of November, 2001. /s/ Corrado F. De Gasperis ----------------------------------- Print Name: Corrado F. De Gasperis ---------------------- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby appoints each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen to be the undersigned's true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution (the "attorneys-in-fact"), to execute any and all registration statements, applications, notices and other documents, and any and all supplements and amendments thereto, to be filed with the Securities and Exchange Commission, or any other securities law administrator or any stock exchange or market to register, qualify or list securities issued, sold or delivered, or issuable, saleable or deliverable, under any employee benefit plan of UCAR International Inc. or its subsidiaries (collectively, the "Company"), in accordance with laws, rules and regulations and hereby grants to each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen and each of their substitutes the full power and authority to perform all acts necessary or appropriate in connection therewith. This Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorneys-in-fact named herein and shall not be affected by the subsequent death, disability or incompetence of the undersigned. This Power of Attorney shall remain in effect as long as the undersigned is a director of UCAR International Inc. unless voluntarily revoked. This Power of Attorney may be voluntarily revoked only by written notice to such attorneys-in-fact, delivered by registered mail or certified mail, return receipt requested. All persons dealing with any of the attorneys-in-fact named herein may assume that this Power of Attorney has not been revoked and may be relied upon unless they have actual knowledge of its voluntary revocation. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of November, 2001. /s/ R. Eugene Cartledge ----------------------------------- Print Name: R. Eugene Cartledge ---------------------- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby appoints each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen to be the undersigned's true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution (the "attorneys-in-fact"), to execute any and all registration statements, applications, notices and other documents, and any and all supplements and amendments thereto, to be filed with the Securities and Exchange Commission, or any other securities law administrator or any stock exchange or market to register, qualify or list securities issued, sold or delivered, or issuable, saleable or deliverable, under any employee benefit plan of UCAR International Inc. or its subsidiaries (collectively, the "Company"), in accordance with laws, rules and regulations and hereby grants to each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen and each of their substitutes the full power and authority to perform all acts necessary or appropriate in connection therewith. This Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorneys-in-fact named herein and shall not be affected by the subsequent death, disability or incompetence of the undersigned. This Power of Attorney shall remain in effect as long as the undersigned is a director of UCAR International Inc. unless voluntarily revoked. This Power of Attorney may be voluntarily revoked only by written notice to such attorneys-in-fact, delivered by registered mail or certified mail, return receipt requested. All persons dealing with any of the attorneys-in-fact named herein may assume that this Power of Attorney has not been revoked and may be relied upon unless they have actual knowledge of its voluntary revocation. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of November, 2001. /s/ Mary B. Cranston ----------------------------------- Print Name: Mary B. Cranston ---------------------- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby appoints each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen to be the undersigned's true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution (the "attorneys-in-fact"), to execute any and all registration statements, applications, notices and other documents, and any and all supplements and amendments thereto, to be filed with the Securities and Exchange Commission, or any other securities law administrator or any stock exchange or market to register, qualify or list securities issued, sold or delivered, or issuable, saleable or deliverable, under any employee benefit plan of UCAR International Inc. or its subsidiaries (collectively, the "Company"), in accordance with laws, rules and regulations and hereby grants to each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen and each of their substitutes the full power and authority to perform all acts necessary or appropriate in connection therewith. This Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorneys-in-fact named herein and shall not be affected by the subsequent death, disability or incompetence of the undersigned. This Power of Attorney shall remain in effect as long as the undersigned is a director of UCAR International Inc. unless voluntarily revoked. This Power of Attorney may be voluntarily revoked only by written notice to such attorneys-in-fact, delivered by registered mail or certified mail, return receipt requested. All persons dealing with any of the attorneys-in-fact named herein may assume that this Power of Attorney has not been revoked and may be relied upon unless they have actual knowledge of its voluntary revocation. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of November, 2001. /s/ John R. Hall ----------------------------------- Print Name: John R. Hall ---------------------- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby appoints each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen to be the undersigned's true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution (the "attorneys-in-fact"), to execute any and all registration statements, applications, notices and other documents, and any and all supplements and amendments thereto, to be filed with the Securities and Exchange Commission, or any other securities law administrator or any stock exchange or market to register, qualify or list securities issued, sold or delivered, or issuable, saleable or deliverable, under any employee benefit plan of UCAR International Inc. or its subsidiaries (collectively, the "Company"), in accordance with laws, rules and regulations and hereby grants to each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen and each of their substitutes the full power and authority to perform all acts necessary or appropriate in connection therewith. This Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorneys-in-fact named herein and shall not be affected by the subsequent death, disability or incompetence of the undersigned. This Power of Attorney shall remain in effect as long as the undersigned is a director of UCAR International Inc. unless voluntarily revoked. This Power of Attorney may be voluntarily revoked only by written notice to such attorneys-in-fact, delivered by registered mail or certified mail, return receipt requested. All persons dealing with any of the attorneys-in-fact named herein may assume that this Power of Attorney has not been revoked and may be relied upon unless they have actual knowledge of its voluntary revocation. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of November, 2001. /s/ Thomas Marshall ----------------------------------- Print Name: Thomas Marshall ---------------------- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby appoints each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen to be the undersigned's true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution (the "attorneys-in-fact"), to execute any and all registration statements, applications, notices and other documents, and any and all supplements and amendments thereto, to be filed with the Securities and Exchange Commission, or any other securities law administrator or any stock exchange or market to register, qualify or list securities issued, sold or delivered, or issuable, saleable or deliverable, under any employee benefit plan of UCAR International Inc. or its subsidiaries (collectively, the "Company"), in accordance with laws, rules and regulations and hereby grants to each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen and each of their substitutes the full power and authority to perform all acts necessary or appropriate in connection therewith. This Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorneys-in-fact named herein and shall not be affected by the subsequent death, disability or incompetence of the undersigned. This Power of Attorney shall remain in effect as long as the undersigned is a director of UCAR International Inc. unless voluntarily revoked. This Power of Attorney may be voluntarily revoked only by written notice to such attorneys-in-fact, delivered by registered mail or certified mail, return receipt requested. All persons dealing with any of the attorneys-in-fact named herein may assume that this Power of Attorney has not been revoked and may be relied upon unless they have actual knowledge of its voluntary revocation. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2002. /s/ Ferrell P. McClean ----------------------------------- Print Name: Ferrell P. McClean ---------------------- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby appoints each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen to be the undersigned's true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution (the "attorneys-in-fact"), to execute any and all registration statements, applications, notices and other documents, and any and all supplements and amendments thereto, to be filed with the Securities and Exchange Commission, or any other securities law administrator or any stock exchange or market to register, qualify or list securities issued, sold or delivered, or issuable, saleable or deliverable, under any employee benefit plan of UCAR International Inc. or its subsidiaries (collectively, the "Company"), in accordance with laws, rules and regulations and hereby grants to each of Gilbert E. Playford, Craig S. Shular, Scott C. Mason, Karen G. Narwold, Corrado F. De Gasperis and Erick Asmussen and each of their substitutes the full power and authority to perform all acts necessary or appropriate in connection therewith. This Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorneys-in-fact named herein and shall not be affected by the subsequent death, disability or incompetence of the undersigned. This Power of Attorney shall remain in effect as long as the undersigned is a director of UCAR International Inc. unless voluntarily revoked. This Power of Attorney may be voluntarily revoked only by written notice to such attorneys-in-fact, delivered by registered mail or certified mail, return receipt requested. All persons dealing with any of the attorneys-in-fact named herein may assume that this Power of Attorney has not been revoked and may be relied upon unless they have actual knowledge of its voluntary revocation. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of November, 2001. /s/ Michael C. Nahl ----------------------------------- Print Name: Michael C. Nahl ---------------------- -----END PRIVACY-ENHANCED MESSAGE-----