S-1MEF

As filed with the Securities and Exchange Commission on August 8, 2018.

Registration No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GRAFTECH INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 3620
(Primary Standard Industrial
Classification Code Number) 27-2496053
(I.R.S. Employer
Identification No.)

982 Keynote Circle

Brooklyn Heights, OH 44131

(216) 676-2000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

David J. Rintoul

Chief Executive Officer

GrafTech International Ltd.

982 Keynote Circle

Brooklyn Heights, OH 44131

(216) 676-2000

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

(Copies of all communications, including communications sent to agent for service)

Sandra L. Flow, Esq.
Adam Fleisher, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000 William V. Fogg, Esq.
D. Scott Bennett, Esq.
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, New York 10019
(212) 474-1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

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 check the following box:  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.  x  Registration No. 333-226609

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.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer x(Do not check if a
smaller reporting company) Smaller reporting company o
Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price(1)(2)(3)		Amount of registration fee
Common stock, $0.01 par value per share	3,450,000	$	20.00	$	69,000,000	$	8,590.50

(1)Includes shares of common stock to be sold by the selling stockholder and shares to be sold upon exercise of the underwriters’ option to purchase additional shares.

(2)Based on the public offering price.

(3)The registrant previously registered securities on a Registration Statement on Form S-1 (Registration No. 333-226609), which was declared effective on August 8, 2018. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $69,000,000 is hereby registered.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement on Form S-1 (the “462(b) Registration Statement”) is being filed pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act of 1933, as amended, for the purpose of registering an additional 3,450,000 shares of common stock, par value $0.01 per share (“Common Stock”), of GrafTech International Ltd. (the “Company”), a Delaware corporation. This 462(b) Registration Statement relates to a secondary offering of shares of Common Stock contemplated by the Registration Statement on Form S-1 (File No. 333-226609), which was initially filed on August 6, 2018, and which, as amended, was declared effective by the Securities and Exchange Commission (the “Commission”) on August 8, 2018. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1 (File No. 333-226609), including all exhibits thereto and the power of attorney related thereto, are hereby incorporated by reference into this 462(b) Registration Statement and shall be deemed part of this Rule 462(b) Registration Statement. This Rule 462(b) Registration Statement includes the registration statement facing page, this page, an exhibit index, the signature page, an opinion of counsel regarding the legality of the securities being registered and a related consent, and the consent of the Company’s independent registered public accounting firm.

The Company hereby (i) undertakes to pay the Commission the filing fee set forth on the cover page of this Rule 462(b) Registration Statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on August 9, 2018) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.

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EXHIBIT INDEX

Exhibit number	Description of exhibit
5.1	Opinion of Richards, Layton & Finger, P.A.
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.1).

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Brooklyn Heights, State of Ohio on August 8, 2018.

GrafTech International Ltd.
By:	/s/ DAVID J. RINTOUL
		David J. Rintoul
	Title:	President and Chief Executive Officer

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

Name		Title	Date
/s/ DAVID J. RINTOUL		President, Chief Executive Officer and Director (Principal Executive Officer)	August 8, 2018
David J. Rintoul
/s/ QUINN J. COBURN		Chief Financial Officer, Vice President Finance and Treasurer (Principal Financial and Accounting Officer)	August 8, 2018
Quinn J. Coburn
*
Denis A. Turcotte		Chairman and Director	August 8, 2018
*
Jeffrey C. Dutton		Director	August 8, 2018
*
Ron A. Bloom		Director	August 8, 2018
*
Brian L. Acton		Director	August 8, 2018
*
Michel J. Dumas		Director	August 8, 2018
*
Anthony R. Taccone		Director	August 8, 2018
*By:	/s/ QUINN J. COBURN
	Quinn J. Coburn
	as Attorney-in-Fact

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EX-5.1

Exhibit 5.1

August 8, 2018

GrafTech International Ltd.

982 Keynote Circle

Brooklyn Heights, Ohio 44131

Ladies and Gentlemen:

We have acted as special counsel to GrafTech International Ltd., a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement of the Company on Form S-1 filed by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof (the “Rule 462(b) Registration Statement”).  The Rule 462(b) Registration Statement relates to the registration of the sale by BCP IV GrafTech Holdings LP (the “Selling Stockholder”), a Delaware limited partnership, of specified shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, including the additional shares of the Common Stock that may be sold by the Selling Stockholder upon the exercise of the option of the underwriters (the “Underwriters”) to purchase additional shares of Common Stock pursuant to the underwriting agreement between the Company, the Underwriters and the Selling Stockholder (collectively, the “Shares”).  In this connection, you have requested our opinions as to certain matters arising under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

For the purpose of rendering our opinions as expressed herein, we have been furnished and have reviewed the following documents:

(i)            the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on April 26, 2010, as amended by the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State on November 29, 2010, the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State on November 29, 2010, the Certificate of Designations of the Series B Convertible Preferred Stock of the Company, as filed with the Secretary of State on August 11, 2015, the Certificate of Designations of the Series A Convertible Preferred Stock of the Company, as filed with the Secretary of State on August 11, 2015, the Certificate of Merger, as filed with the Secretary of State on August 17, 2015, the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State on August 18, 2015, and the Certificate of Change of Registered Agent and of Registered Office, as filed with the Secretary of State on August 12, 2016, and the Amended and Restated Certificate of Incorporation of the Company as filed with the Secretary of State on April 12, 2018 (the “Restated Certificate”);

(ii)           the bylaws of the Company;

(iii)          the Certificate of Incorporation of Athena Acquisition Subsidiary, Inc. (“Acquisition Subsidiary”), as filed with the Secretary of State on May 7, 2015;

(iv)          the bylaws of Acquisition Subsidiary;

(v)           the Agreement and Plan of Merger, dated as of May 17, 2015 (the “Merger Agreement”), by and among the Selling Stockholder, Acquisition Subsidiary, and the Company;

(vi)          the Rule 462(b) Registration Statement and the related registration statement on Form S-1 filed on August 6, 2018;

(vii)         a certificate of an officer of the Company (including the resolutions of the board of directors of the Company, the resolutions of the board of directors and of the sole stockholder of Acquisition Subsidiary and the other documents and materials attached thereto and certified therein), dated on or about the date hereof, as to certain matters (the “Officer’s Certificate”); and

(viii)        a certificate of the Secretary of State, dated on or about the date hereof, as to the good standing of the Company.

With respect to the foregoing documents, we have assumed:  (a) the genuineness of all signatures, and the incumbency, authority, legal right and power and legal capacity under all applicable laws and regulations of each of the officers and other persons and entities signing or whose signatures appear upon each of said documents as or on behalf of the parties thereto; (b) the authenticity of all documents submitted to us as originals; (c) the conformity to authentic originals of all documents submitted to us as certified, conformed, photostatic, electronic or other copies; and (d) that the foregoing documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinions as expressed herein.  We have reviewed such documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.  We have assumed and have not verified the accuracy as to the factual matters of the documents we have reviewed, including the factual matters set forth in the Officer’s Certificate.  Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this opinion letter. We do not represent the Company with respect to all legal matters or issues.  The Company employs other independent counsel and, to our knowledge, handles certain legal matters and issues without the assistance of independent counsel.

Based upon and subject to the foregoing and upon our review of such matters of law as we have deemed necessary and appropriate to render our opinions as expressed herein, and subject to the assumptions, exceptions, limitations and qualifications set forth herein, it is our opinion that the Shares have been duly authorized for issuance by the Company and are validly issued, fully paid and non-assessable shares of Common Stock under the General Corporation Law.

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The foregoing opinions are subject to the following exceptions, limitations and qualifications: We are admitted to practice law in the State of Delaware and do not hold ourselves out as being experts on the law of any other jurisdiction.  The foregoing opinions are limited to the General Corporation Law as currently in effect, and we have not considered and express no opinion on the effect of any other laws or the laws of any other state or jurisdiction, including state or federal laws relating to securities or other federal laws, or the rules and regulations of stock exchanges or of any other regulatory body.

We consent to your filing this opinion as an exhibit to the Rule 462(b) Registration Statement and to reference our firm in the Rule 462(b) Registration Statement or related prospectus under the heading “Legal Matters.”  In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

JMZ/RBG/TDA

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of our report dated March 5, 2018 (April 12, 2018 as to the effects of the stock split described in Note 16) relating to the consolidated financial statements of GrafTech International Ltd. and subsidiaries appearing in the Prospectus, which is part of the Registration Statement No. 333-226609 on Form S-1 of GrafTech International Ltd.

/s/ DELOITTE & TOUCHE LLP

Cleveland, Ohio

August 8, 2018