-----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, AoiOt34JZshMbwg1F3vJxqEbE02u6UXhbwoIR54thu6prO7hKHoZEcjIvvgNieIr /KSwy8vCHCv6OOEQDN9dIg== 0000932440-06-000215.txt : 20060502 0000932440-06-000215.hdr.sgml : 20060502 20060502190658 ACCESSION NUMBER: 0000932440-06-000215 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060413 FILED AS OF DATE: 20060502 DATE AS OF CHANGE: 20060502 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GRAFTECH INTERNATIONAL LTD CENTRAL INDEX KEY: 0000931148 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 061385548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 FORMER COMPANY: FORMER CONFORMED NAME: UCAR INTERNATIONAL INC DATE OF NAME CHANGE: 19941011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHULAR CRAIG S CENTRAL INDEX KEY: 0001078942 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 06801128 BUSINESS ADDRESS: BUSINESS PHONE: 3027788227 MAIL ADDRESS: STREET 1: C/O GRAFTECH INTERNATIONAL LTD STREET 2: 1521 CONCORD PIKE CITY: WILMINGTON STATE: DE ZIP: 19803 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-04-13 0000931148 GRAFTECH INTERNATIONAL LTD GTI 0001078942 SHULAR CRAIG S C/O GRAFTECH INTERNATIONAL LTD. 12900 SNOW ROAD PARMA OH 44130 1 1 0 0 CEO and President Common Stock 19310 D Common Stock 2006-04-13 5 J 0 150 5.77 A 27775 I By Savings Plan. Common stock 2006-04-28 5 J 0 134 6.46 A 27909 I By Savings Plan. Common Stock 36505 I By Compensation Deferral Plan. Common Stock 130000 D Time options (right to buy) 17.3125 2008-09-29 Common Stock 150000 150000 D Time options (right to buy) 14.00 2005-02-28 2010-02-28 Common Stock 30000 30000 D Time options (right to buy) 8.56 2002-12-15 2010-12-15 Common Stock 100000 100000 D Time options (right to buy) 8.85 2011-09-25 Common Stock 87000 87000 D Stock options (right to buy) 6.56 2008-12-31 Common Stock 600000 600000 D Represents the number of units attributable to the reporting person's participation through Company matching contributions in the Company Stock Fund option of the UCAR Carbon Savings Plan. The 150 units reported in this transaction correspond to 144 shares of common stock at a price of $6.03 per share. Represents the number of units attributable to the reporting person's participation through Company matching contributions in the Company Stock Fund option of the UCAR Carbon Savings Plan. The 134 units reported in this transaction correspond to 128 shares of common stock at a price of $6.76 per share. Represents obligations whose value is based on the Common Stock through a contribution, exempt pursuant to Rule 16b-3(f), under the Company's Compensation Deferral Program. The reporting person disclaims beneficial ownership of these securities. Of such shares, granted on August 31, 2005 under the Company's Long Term Incentive Plan, one-third will vest on August 31 of each of 2006, 2007, and 2008. Of such options, 50,000 vested on each of May 21, 1999, July 14, 1999 and September 29, 1999. Options were granted as part of an annual grant. Of such options, 15,000 vested on September 25, 2001 and 72,000 vested on September 25, 2003. On November 30, 2005, the Company approved, under the terms of the Company's Long Term Incentive Plan, an accelerated vesting date for such options of November 30, 2005. /s/Craig S. Shular 2006-05-02 EX-24 2 gti_poweratty-gss.htm POWER OF ATTORNEY-MAY 2, 2006

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, any and all national securities exchanges and the Company the following Forms with respect to securities of the Company, including those which are or may be deemed to be beneficially owned or held by the undersigned:


    (1)        Forms ID, 3, 4, 5 and 144 (including any and all amendments thereto) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder; and


    (2)        any successor Form or any related document; and


    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to ownership and holding of and transactions in securities of the Company and to use and disclose such information, in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and


    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees:

    (i)        that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

    (ii)        to indemnify and hold harmless the Company and the Attorneys-in-Fact against any and all losses, claims, proceedings, damages and liabilities that arise out of or are based upon any actual or alleged omission or misstatement of facts in such information;

    (iii)        to reimburse the Company and the Attorneys-in-Fact for any and all legal or other expenses reasonably incurred in connection with investigating, mitigating, responding to or defending against any such loss, claim, proceeding, damage or liability (including providing documents and testimony); and

    (iv)        that neither the Company nor any of the Attorneys-in-Fact assumes (a) any responsibility for the compliance by the undersigned with the requirements of the Acts mentioned above or the rules or regulations thereunder, (ii) any liability for any failure to comply with such requirements or (iii) any liability for profit disgorgement or other losses, damages or penalties due to any violation of the Acts mentioned above or the rules or regulations thereunder.

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 2nd day of May, 2006.

Signature: /s/Craig S. Shular

Print Name: Craig S. Shular

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