S-3MEF

As filed with the Securities and Exchange Commission on October 2, 2003

Registration No. 333-              

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-3
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.)

Brandywine West
1521 Concord Pike
Suite 301
Wilmington, Delaware 19803
(302) 778-8227
(Address,including zip code, and telephone number, including area code, of
registrant’s principal executive offices)

See Table of Additional Registrants Below

Karen G. Narwold, Esq.
Vice President, General Counsel, Human Resources & Secretary
GrafTech International Ltd.
Brandywine West
1521 Concord Pike
Suite 301
Wilmington, Delaware 19803
(302) 778-8214

(Name, address, including zip code and telephone number,
including area code, of agent for service)

With a copy to:
M. Ridgway Barker, Esq.
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
(203) 324-1400

        Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

        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]

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] (File no. 333-108039)

        If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Unit (1)(2)	Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee (7)
Common Stock, par value $.01 per share (3)	$		$	$		$
Preferred Stock, par value $.01 per share (4)
Debt Securities (4)
Guarantees of Debt Securities (5)
Depositary Shares (4)
Warrants (4) (6)
Total	$	27,400,000		$	27,400,000	$	2,216.66

(1) An indeterminate principal amount or number of shares of common stock, shares of preferred stock, debt securities, guarantees, depositary shares and warrants to purchase other securities that may from time to time be issued at indeterminate prices are being registered hereunder, but in no event will the aggregate maximum offering price (excluding accrued interest) of all securities sold hereunder exceed $27,400,000. If debt securities are issued with original issue discount, the offering price thereof taking into account such discount (rather than the principal amount thereof) shall be used to determine the aggregate maximum offering price of securities sold hereunder. If securities are issued that are denominated in one or more currencies other than the U.S. dollar, the U.S. dollar equivalent of the offering price thereof at the time of pricing shall be used to determine the aggregate maximum offering price of securities sold hereunder. Any or all securities registered hereunder may be sold separately, together or as units.

(2) The proposed maximum offering price per unit has been omitted pursuant to General Instruction II.D of Form S-3 and will be determined from time to time by the registrants in connection with the sale of the securities registered hereunder.

(3) Also includes rights associated with common stock pursuant to the Rights Agreement dated August 7, 1998 between GrafTech International Ltd. and Computershare Investor Services, LLC, as amended.

(4) Also includes such additional indeterminate principal amount or number of securities registered hereunder as may be issued pursuant to antidilution or variable exercise, conversion or exchange price or rate provisions of securities registered hereunder. No separate consideration will be received for any securities so issued.

(5) Guarantees of debt securities issued by certain of the registrants may be issued by certain of the other registrants. Pursuant to Rule 457(n), no additional or separate registration fees are payable in respect of the guarantees.

(6) Includes warrants to purchase any or all of the other securities registered hereunder.

(7) Pursuant to Rule 457(p), $2,202.50 of filing fees previously paid in connection with a registration statement on Form S-3 (File No. 333-108039) is being applied towards the filing fee in connection with this registration statement.

TABLE OF ADDITIONAL REGISTRANTS

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number	Address, including zip code and telephone number, including area code, of each registrant's principal executive office
GrafTech Finance Inc.	Delaware	62-1808846	Brandywine West
			1521 Concord Pike
			Suite 301
			Wilmington, Delaware 19803
			(302) 778-8208
GrafTech Global Enterprises Inc.	Delaware	06-1415602	Brandywine West
			1521 Concord Pike
			Suite 301
			Wilmington, Delaware 19803
			(302) 778-8208
UCAR Carbon Company Inc.	Delaware	06-1249029	Brandywine West
			1521 Concord Pike
			Suite 301
			Wilmington, Delaware 19803
			(302) 778-8208
UCAR Carbon Technology LLC	Delaware	06-1258220	Brandywine West
			1521 Concord Pike
			Suite 301
			Wilmington, Delaware 19803
			(302) 778-8208
UCAR Holdings V Inc.	California	33-0308920	Brandywine West
			1521 Concord Pike
			Suite 301
			Wilmington, Delaware 19803
			(302) 778-8208
UCAR Holdings III Inc.	Delaware	06-1415605	Brandywine West
			1521 Concord Pike
			Suite 301
			Wilmington, Delaware 19803
			(302) 778-8208
UCAR International Trading Inc.	Delaware	06-1419027	Brandywine West
			1521 Concord Pike
			Suite 301
			Wilmington, Delaware 19803
			(302) 778-8208

INCORPORATION BY REFERENCE

        The Registrants hereby incorporate by reference the contents of, and documents incorporated by reference in, the registration statement on Form S-3 (File No. 333-108039), as amended, filed by the Registrants with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, which was declared effective on September 17, 2003.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on the 1st day of October, 2003.

GRAFTECH INTERNATIONAL LTD.


By: /s/ KAREN G. NARWOLD
       ——————————————————
      Name:  Karen G. Narwold
      Title:     General Counsel, Human Resources and Secretary
                    Chief Information Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
*                            Craig S. Shular	President and Chief Executive Officer and Director (Principal Executive Officer)	October 1, 2003
*                            Corrado F. De Gasperis	Vice President, Chief Financial Officer and Chief Information Officer (Principal Financial and Accounting Officer)	October 1, 2003
*                            Gilbert E. Playford	Chairman of the Board	October 1, 2003
*                            R. Eugene Cartledge	Director	October 1, 2003
*                            Mary B. Cranston	Director	October 1, 2003
*                            John R. Hall	Director	October 1, 2003
*                            Harold E. Layman	Director	October 1, 2003
*                            Ferrell P. McClean	Director	October 1, 2003
*                            Michael C. Nahl	Director	October 1, 2003

 


By: /s/ KAREN G. NARWOLD
       ——————————————————
                 Karen G. Narwold
                     Attorney-in-Fact

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on the 1st day of October, 2003.

GRAFTECH FINANCE INC.
GRAFTECH GLOBAL ENTERPRISES INC.
UCAR CARBON COMPANY INC.
UCAR HOLDINGS III INC.
UCAR INTERNATIONAL TRADING INC.


By: /s/ KAREN G. NARWOLD
       ——————————————————
      Name:  Karen G. Narwold
      Title:    General Counsel, Human Resources
                    and Secretary

UCAR CARBON TECHNOLOGY LLC
          By: UCAR CARBON COMPANY INC.
                  its Sole Member


By: /s/ KAREN G. NARWOLD
       ——————————————————
      Name:  Karen G. Narwold
      Title:     General Counsel, Human Resources,
                    Secretary

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
*                            Craig S. Shular	President and Chief Executive Officer and Director (Principal Executive Officer)	October 1, 2003
*                            Corrado F. De Gasperis	Vice President, Chief Financial Officer and Chief Information Officer (Principal Financial and Accounting Officer)	October 1, 2003
*                            Erick R. Asmussen	Director	October 1, 2003
*                            Karen G. Narwold	Director	October 1, 2003

 


By: /s/ KAREN G. NARWOLD
       ——————————————————
                 Karen G. Narwold
                     Attorney-in-Fact

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on the 1st day of October, 2003.

UCAR HOLDINGS V INC.



By: /s/ SCOTT C. MASON
       ——————————————————
       Name: Scott C. Mason
       Title: Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
*                            Scott C. Mason	Chief Executive Officer and Director (Principal Executive Officer)	October 1, 2003
*                            Corrado F. De Gasperis	Vice President, Chief Financial Officer and Chief Information Officer (Principal Financial and Accounting Officer)	October 1, 2003
*                            Erick R. Asmussen	Director	October 1, 2003
*                            Karen G. Narwold	Director	October 1, 2003

 


By: /s/ KAREN G. NARWOLD
       ——————————————————
                 Karen G. Narwold
                     Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
5.1	Opinion of Kelley Drye & Warren LLP regarding the validity of the securities registered hereunder.
23.1	Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).
23.2	Consent of KPMG LLP.
23.3	Consent of Deloitte & Touche LLP.

EX-5

                                                                     EXHIBIT 5.1





                    [Letterhead of Kelley Drye & Warren LLP]






                               October 1, 2003



The Board of Directors of Each of
GrafTech International Ltd.
GrafTech Finance Inc.
GrafTech Global Enterprises Inc.
UCAR Carbon Company Inc.
UCAR Carbon Technology LLC
UCAR Holdings V Inc.
UCAR Holdings III Inc.
UCAR International Trading Inc.
c/o GrafTech International Ltd.
         Brandywine West
         1521 Concord Pike, Suite 301
         Wilmington, Delaware 19803

Ladies and Gentlemen:

                  We have acted as special counsel to GrafTech International
Ltd., a Delaware corporation ("GrafTech"), GrafTech Finance Inc., a Delaware
corporation ("Finance"), GrafTech Global Enterprises Inc., a Delaware
corporation ("Global"), UCAR Carbon Company Inc., a Delaware corporation
("Carbon"), UCAR Carbon Technology LLC, a Delaware limited liability company
("Technology"), UCAR Holdings V Inc., a California corporation ("Holdings V"),
UCAR Holdings III Inc., a Delaware corporation ("Holdings III"), and UCAR
International Trading Inc., a Delaware corporation ("Trading" and, together with
GrafTech, Finance, Global, Carbon, Technology, Holdings V, and Holdings III, the
"Registrants"), in connection with the preparation and filing of a Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended, for
the registration of the sale from time to time of up to $27,400,000 aggregate
maximum offering price of: (i) shares of common stock, par value $0.01 per
share, of GrafTech (the "Common Stock"); (ii) shares of preferred stock, par
value $0.01 per share, of GrafTech (the "Preferred Stock"); (iii) debt
securities issued by one or more of the Registrants (the "Debt Securities"),
which may be issued pursuant to an indenture, including supplemental indentures
(the "Indenture") between such Registrant or Registrants and a trustee to be
named; (iv) guarantees by one or more of the Registrants (the "Guarantees") of
Debt Securities issued by one or more of the other Registrants; (v) depositary
shares (the "Depositary Shares") representing interests in shares of Preferred
Stock, to be evidenced by depositary receipts which may be issued pursuant to
one or more deposit agreements (the "Deposit Agreement") between GrafTech and a




depositary or depositaries to be named; and (vi) warrants issued by one or more
of the Registrants (the "Warrants") to purchase Common Stock, Preferred Stock,
Debt Securities (including any related Guarantees) and Depositary Shares
(collectively with the Warrants, the "Securities"), which may be issued pursuant
to one or more warrant agreements, including supplemental warrant agreements
(the "Warrant Agreement") between such Registrant and a warrant agent or warrant
agents to be named. As such counsel, you have requested our opinion as to the
matters described herein relating to the issuance of the Securities.

                  We have examined: the Certificate or Articles of Incorporation
(or equivalent thereof) and By-Laws (or equivalent thereof) of each of the
Registrants, in each case as amended and restated through the date hereof;
minutes of the corporate proceedings of each of the Registrants through the date
hereof, in each case as made available to us by officers of each of the
Registrants; an executed copy of the Registration Statement and all exhibits
thereto, in the form filed with the Commission; a copy of the Rights Agreement
dated August 7, 1998 between GrafTech and Computershare Investor Services, LLC,
as amended, as made available to us by officers of GrafTech; and such matters of
law deemed necessary by us in order to deliver this opinion. In the course of
our examination, we have assumed that all documents required to be duly
authorized, executed and delivered by a party or parties other than the
Registrants have been duly authorized, executed and delivered by such party or
parties. In addition, we have assumed the genuineness of all signatures, the
authenticity of all originals, the conformity to originals of all copies, the
authenticity of the originals of such copies and the legal capacity of all
natural persons. As to certain factual matters, we have relied upon information
furnished to us by officers of each of the Registrants.

                  We express no opinion with respect to the enforceability of
any agreement, contract or document or any provision thereof: (i) to the extent
that such enforceability may be subject to, or affected by, applicable
bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent
transfer or conveyance or similar state or federal laws, judicially developed
doctrines affecting the rights and remedies of creditors generally or general
principles of equity (including commercial reasonableness, good faith and fair
dealing and the requirement that the right, remedy or penalty sought be
proportionate to the breach, default or injury), regardless of whether
enforceability is sought in a proceeding at law or in equity; (ii) providing for
specific performance, injunctive relief or other equitable remedies (including
any provision that limits the availability of such equitable remedies),
regardless of whether such enforceability is sought in a proceeding in equity or
at law; (iii) providing for indemnification and contribution, which provisions
may be limited by federal and state securities laws or policies underlying such
laws; (iv) requiring any waiver of stay or extension laws, diligent performance
or other acts that may be unenforceable under principles of public policy; (v)
to the extent that such enforceability may be subject to, or affected by,
compliance with, and limitations imposed by, procedural requirements relating to
the exercise of remedies or fiduciary duties relating to actions or omissions of
directors in the context of an imminent change-of-control or imminent potential
change-of-control; or (vi) providing for a choice of law, jurisdiction or venue
(and we have assumed that such provisions will be enforced).




                  We express no opinion concerning any law of any jurisdiction
other than (i) the laws of the States of New York and Connecticut, (ii) the
federal laws of the United States of America and (iii) with respect to the
Registrants (except for Holdings V), the General Corporation Law of the State of
Delaware and, for Holdings V, the General Corporation Law of the State of
California. Without limiting the foregoing, we express no opinion with respect
to the applicability or the effect of the laws of any other country, province,
state, municipality or jurisdiction or any rules, regulations or orders of any
governmental or regulatory authorities, bodies or agencies within any country,
province, state, municipality or jurisdiction.

                  Based upon and subject to the foregoing, we are of the opinion
that:

                  1. When necessary corporate action on the part of GrafTech has
been taken to authorize the issuance and sale of shares of Common Stock, and
when such shares of Common Stock are issued, paid for and delivered in
accordance with the applicable underwriting or other agreement, such shares of
Common Stock will be duly authorized, validly issued, fully paid and
non-assessable.

                  2. When necessary corporate action on the part of GrafTech has
been taken to authorize the issuance and sale of shares of a series of Preferred
Stock, including the designation of such series of Preferred Stock by the Board
of Directors of GrafTech and the proper filing with the Secretary of State of
the State of Delaware of a Certificate of Designations relating to such series
of Preferred Stock, and when such shares of such series of Preferred Stock are
issued, paid for and delivered in accordance with the applicable underwriting or
other agreement, such shares of such series of Preferred Stock will be duly
authorized, validly issued, fully paid and non-assessable.

                 3. When the Indenture has been qualified under the Trust
Indenture Act of 1939, as amended, when necessary corporate action on the part
of the relevant Registrant or Registrants has been taken to authorize the
issuance and sale of a series of Debt Securities and any related Guarantees,
including authorization thereof in accordance with the Indenture and when the
Indenture, such Debt Securities and such Guarantees, as applicable, have been
duly executed, authenticated, issued, paid for and delivered in accordance with
the Indenture and the applicable underwriting or other agreement, such Debt
Securities and such Guarantees will constitute valid and binding obligations of
the relevant Registrant or Registrants, enforceable in accordance with their
respective terms.

                 4. When necessary corporate action on the part of GrafTech has
been taken to authorize a Deposit Agreement and the issuance and sale of a
series of Depositary Shares, when such Deposit Agreement, such Depositary Shares
and the relevant depositary receipts, as applicable, have been duly executed,
authenticated, issued, paid for and delivered in accordance with such Deposit
Agreement and the applicable underwriting or other agreement, and when the
relevant shares of a series of Preferred Stock have been duly authorized,
issued, paid for and delivered thereunder, such Depositary Shares will be valid
and binding instruments of the relevant depository, enforceable in accordance
with their terms.



                5. When necessary corporate action on the part of the relevant
Registrant or Registrants has been taken to authorize a Warrant Agreement and
the issuance and sale of a series of Warrants and when such Warrant Agreement,
such Warrants and the relevant warrant certificates, as applicable, have been
duly executed, authenticated, issued, paid for and delivered in accordance with
such Warrant Agreement and the applicable underwriting or other agreement, such
Warrants will be valid and binding instruments of the relevant Registrant or
Registrants, enforceable in accordance with their terms.

                  In connection with our opinions expressed above, we have
assumed that, at or prior to the time of the delivery of any Security (i) the
relevant Registrant or Registrants shall not have been dissolved; (ii) the
Board of Directors of the relevant Registrant or Registrants shall have duly
established the terms of such Security; (iii) the due authorization of the
issuance and sale thereof shall not have been modified or rescinded; (iv) the
Registration Statement shall have been declared effective and such effectiveness
shall not have been suspended, terminated or rescinded; (v) there shall not
have occurred any change in law affecting the validity or enforceability of such
Security; and (vi) none of the terms of any Security to be established
subsequent to the date hereof nor the issuance and delivery thereof or the
compliance by a Registrant with the terms thereof will violate any law, rule or
regulation or will result in a violation of any provision of any contract,
agreement or instrument then binding upon such Registrant or any restriction
imposed by any court or any governmental or regulatory authority, agency or body
having jurisdiction over such Registrant.

                  We hereby consent to the filing of this letter as an exhibit
to the Registration Statement and to the reference to it in the prospectus
incorporated by reference therein under the caption "Legal Matters." In giving
such consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Act.

                  This opinion is rendered solely to you in connection with the
above matter. This opinion may not be relied upon by you for any other purposes
or relied upon by or furnished to any other person without our prior written
consent. We have no obligation to update this opinion for events or changes in
law or fact occurring after the date hereof.

                                            Very truly yours,

                                            KELLEY DRYE & WARREN LLP


                                            By:  /s/  M. Ridgway Barker
                                               -------------------------------
                                                    A Partner

EX-23

                                                                    EXHIBIT 23.2



                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors
GrafTech International Ltd.

We consent to the incorporation by reference in the Registration Statement of
GrafTech International Ltd. (formerly known as UCAR International Inc.) on Form
S-3 of our report dated February 15, 2001, relating to the consolidated
statements of operations, stockholders' equity (deficit) and cash flows of UCAR
International Inc. and subsidiaries for the year ended December 31, 2000 (before
the restatements described in Note 19 to the consolidated financial statements
filed under Form 8-K and incorporated by reference herein), which report appears
in the Form 8-K filed by GrafTech International Ltd. and incorporated by
reference in Registration Statement No. 333-108039.

                                    /s/ KPMG LLP

Nashville, Tennessee
October 1, 2003

EX-23

                                                                    EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
GrafTech International, Ltd. (formerly UCAR International Inc.) on Form S-3 of
our report dated February 14, 2003, except for Note 18, as to which the date is
March 25, 2003 and Note 19, as to which the date is August 14, 2003, relating to
the 2001 and 2002 consolidated financial statements of GrafTech International,
Ltd. (which report expresses an unqualified opinion and includes an explanatory
paragraph relating to the adoption of Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets, effective January 1,
2002 and includes an explanatory paragraph relating to the restatement of the
2000 financial statements to give retroactive effect to the Company's
discontinued operations, change in segments, and adoption of Statement of
Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections) appearing
in the Form 8-K of GrafTech International, Ltd. filed on August 18, 2003.


/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania
September 29, 2003