As filed with the Securities and Exchange Commission on December ___, 2001
Registration No. 333-82417
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3102 WEST END AVENUE, SUITE 1100
NASHVILLE, TENNESSEE 37203
(615) 760-8227
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
____________________
KAREN G. NARWOLD, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
UCAR INTERNATIONAL INC.
3102 WEST END AVENUE, SUITE 1100
NASHVILLE, TENNESSEE 37203
(615) 760-7724
(NAME AND ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
____________________
COPY REQUESTED TO:
M. RIDGWAY BARKER, ESQ.
KELLEY DRYE & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
possible 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 of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.|_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, 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.|_|
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CALCULATION OF REGISTRATION FEE (1)
===================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, par value $.01 per share(2)....... 544,845(3) $25.06(3) $13,653,816(3) $3,796(3)
===================================================================================================================================
(1) This Registration Statement, as amended, on Form S-3 is being filed pursuant to Rule 429 under the Securities Act of 1933, as
amended (the "Securities Act"). 2,431,151 shares of Common Stock were previously registered, and a fee of $33,980.90 was
previously paid, under our Registration Statement on Form S-3, no. 333-26097, which is hereby combined with this Registration
Statement under Rule 429.
(2) Includes certain rights associated with the shares of Common Stock pursuant to the Rights Agreement dated August 7, 1998 between
the Registrant and Computershare Investor Services, LLC.
(3) A fee of $3,796 was previously paid. No additional shares are being registered hereby.
---------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to Registration Statement on Form S-3 of
UCAR International Inc. ("we" or "us") is to update the Selling Stockholder
section. A fully updated prospectus is being filed herewith. Shares of Common
Stock were previously registered under our Registration Statement on Form S-3,
No. 333-26097, which is hereby combined with this Registration Statement
pursuant to Rule 429 under the Securities Act.
2,881,461 SHARES
UCAR INTERNATIONAL INC.
COMMON STOCK
($.01 par value)
This Prospectus may be used by certain Selling Stockholders, identified
in this prospectus, for the offer and sale of up to 2,881,461 shares of our
Common Stock.
The Shares may be offered and sold from time to time by one or more of
the Selling Stockholders. No Selling Stockholder is required to offer or sell
any of his Shares. The Selling Stockholders anticipate that, if and when offered
and sold, the Shares will be offered and sold in transactions effected on the
New York Stock Exchange (NYSE) at then prevailing market prices. The Selling
Stockholders reserve the right, however, to offer and sell the Shares on any
other national securities exchange on which the Common Stock may become listed
or in the over-the-counter market, in each case at then prevailing market
prices, or in privately negotiated transactions at a price then to be
negotiated. All offers and sales made on the NYSE or any other national
securities exchange or in the over-the-counter market will be made through or to
licensed or registered brokers and dealers.
All proceeds from the sale of the Shares will be paid directly to the
Selling Stockholders and will not be deposited in an escrow, trust or other
similar arrangement. We will not receive any proceeds from the offer and sale of
these shares of Common Stock by the Selling Stockholders. We will bear all of
the expenses in connection with the registration of these Shares, including
legal and accounting fees. No discounts, commissions or other compensation will
be allowed or paid by the Selling Stockholders or us in connection with the
offer and sale of these shares of Common Stock, except that usual and customary
brokers' commissions or dealers' discounts may be paid or allowed by the Selling
Stockholders.
Our corporation was formed under the laws of the State of Delaware on
November 24, 1993. Our corporate offices are located at 3102 West End Avenue,
Suite 1100, Nashville, Tennessee 37203, and our telephone number is (615)
760-8227.
Our Common Stock is traded on the NYSE under the symbol "UCR." On
[______ __, 2001] the closing sale price of the Common Stock, as reported by the
NYSE, was $[__.__] per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is [__________ __, 2001].
No broker, dealer, salesperson or other person has been authorized to
give any information or to make any representation not contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by us or any of the Selling Stockholders.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no change in
our affairs since the date hereof or that the information contained herein is
correct as of any time subsequent to the date hereof. This Prospectus shall not
constitute an offer to sell or a solicitation of an offer to buy any securities
in any jurisdiction to any person to whom it would be unlawful to make such an
offer or solicitation in such jurisdiction.
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (Commission). You
may read and copy any of the information on file with the Commission at the
Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following Regional Offices of the Commission: 233 Broadway,
New York, New York 10279, and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of the filed documents can be obtained by mail from
the Public Reference Section of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. You may call the Commission at
1-800-SEC-0330 for further information on the public reference rooms. The
Commission also maintains a Web Site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the Commission's Web Site is
http://www.sec.gov.
This Prospectus constitutes a part of a Registration Statement on Form
S-8 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") that we filed with the Commission under the Securities
Act of 1933. This Prospectus does not contain all of the information set forth
in the Registration Statement. Certain parts of the Registration Statement are
omitted in accordance with the rules and regulations of the Commission.
Reference is made to the Registration Statement and exhibits thereto for further
information. Exhibits to the Registration Statement that are omitted from this
Prospectus may also be obtained at the Commission's Web Site described above.
Statements contained or incorporated by reference herein concerning the
provisions of any agreement or other document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete, and readers are referred to the copy so filed for more
detailed information, each such statement being qualified in its entirety by
such reference.
2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is an important part of this prospectus, and information that we file later with
the Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the Commission under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until all of the shares offered are sold.
1. Our Annual Report on Form 10-K for the year ended December 31,
2000 (the "2000 10-K"), as filed with the Commission on March 20, 2001;
2. Our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001 (the "March 10-Q"), as filed with the Commission on May 8, 2001;
3. Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2001 (the "June 10-Q"), as filed with the Commission on August 8, 2001;
4. Our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001 (the "September 10-Q"), as filed with the Commission on
November 14, 2001;
5. Our Current Report on Form 8-K, as filed with the Commission on
May 15, 2001;
6. Our Current Report on Form 8-K, as filed with the Commission on
June 5, 2001;
7. Our Current Report on Form 8-K, as filed with the Commission on
July 18, 2001;
8. Our Current Report on Form 8-K, as filed with the Commission on
July 19, 2001;
9. The portions of the Proxy Statement for our 2001 Annual Meeting
that have been incorporated by reference into the 2000 10-K;
10. The description of the Common Stock, contained in our
Registration Statement on Form 8-A (File No. 1-13888) dated July 28, 1995 and
filed with the Commission under Section 12 of the Exchange Act including any
amendments or reports filed for the purpose of updating such description; and
11. The description of the Rights, contained in our Registration
Statement on Form 8-A (File No. 1-13888) dated September 10, 1998 and filed with
the Commission under Section 12 of the Exchange Act including any amendments or
reports filed for the purpose of updating such description.
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Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes that statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
You can request, and we will send to you without charge, copies of
documents that are incorporated by reference in this Prospectus but which are
not delivered to you (other than exhibits to such documents which are not
specifically incorporated by reference). You may request these copies by writing
or telephoning the Company at: UCAR International Inc., 3102 West End Avenue,
Suite 1100, Nashville, Tennessee 37203, (615) 760-8227.
You should rely on the information incorporated by reference or
provided in this Prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information.
4
RISKS REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS
This Prospectus contains forward looking statements. In addition, from
time to time, we or our representatives have made or may make forward looking
statements orally or in writing. These include statements about such matters as:
future production and sales of steel, aluminum, fuel cells, electronic devices
and other products that incorporate our products or that are produced using our
products; future prices and sales of and demand for graphite electrodes and
other products; future operational and financial performance of various
businesses; strategic plans and programs; impacts of regional and global
economic conditions; restructuring, realignment, strategic alliance, supply
chain, technology development and collaboration, investment, acquisition, joint
venture, operating, integration, tax planning, rationalization, financial and
capital projects; legal matters and related costs; consulting fees and related
projects; potential offerings, sales and other actions regarding debt or equity
securities of us or our subsidiaries; and future costs, working capital,
revenue, business opportunities, values, debt levels, cash flow, cost savings
and reductions, margins, earnings and growth. The words "will," "may," "plan,"
"estimate," "project," "believe," "anticipate," "intend," "expect" and similar
expressions identify some of these statements.
Actual future events and circumstances (including future performance,
results and trends) could differ materially from those set forth in these
statements due to various factors. These factors include:
o the possibility that global or regional economic conditions
affecting our products may not improve or may worsen;
o the possibility that announced or anticipated additions to
capacity for producing steel in electric arc furnaces or
announced or anticipated reductions in graphite electrode
manufacturing capacity may not occur;
o the possibility that increased production of steel in electric
arc furnaces or reductions in graphite electrode manufacturing
capacity may not result in stable or increased demand for or
price or sales volume of graphite electrodes;
o the possibility that economic or technological developments
may adversely affect growth in the use of graphite cathodes in
lieu of carbon cathodes in the aluminum smelting process;
o the possibility of delays in or failure to achieve widespread
commercialization of proton exchange membrane ("PEM") fuel
cells which use natural graphite materials and components and
the possibility that manufacturers of PEM fuel cells using
those materials or components may obtain those materials or
components or the natural graphite used in them from other
sources;
o the possibility of delays in or failure to achieve successful
development and commercialization of new or improved
electronic thermal management or other products;
5
o the possibility of delays in meeting or failure to meet
contractually specified development objectives and the
possible inability to fund and successfully complete expansion
of manufacturing capacity to meet growth in demand for new or
improved products, if any;
o the possibility that we may not be able to protect our
intellectual property or that intellectual property used by us
infringes the rights of others;
o the occurrence of unanticipated events or circumstances
relating to pending antitrust investigations, lawsuits or
claims;
o the commencement of new investigations, lawsuits or claims
relating to the same subject matter as the pending
investigations, lawsuits or claims;
o the possibility that the lawsuit against our former parents
initiated by us could be dismissed or settled, our theories of
liabilities or damages could be rejected, material
counterclaims could be asserted against us, legal expenses and
distraction of management could be greater than anticipated,
or unanticipated events or circumstances may occur;
o the possibility that expected cost savings from our enhanced
global restructuring and rationalization plan, our POWER OF
ONE initiative, the restructuring of our graphite and carbon
specialties businesses, the shutdown of certain of our
facilities and other cost reduction efforts will not be fully
realized;
o the possibility that anticipated benefits from the realignment
of our businesses into two new divisions may be delayed or
may not occur;
o the possibility that we may incur unanticipated health, safety
or environmental compliance, remediation or other costs or
experience unanticipated raw material or energy supply,
manufacturing operations or labor difficulties;
o the occurrence of unanticipated events or circumstances
relating to strategic plans or programs or relating to
restructuring, realignment, strategic alliance, supply chain,
technology development, investment, acquisition, joint
venture, operating, integration, tax planning,
rationalization, financial or capital projects;
o changes in interest or currency exchange rates, changes in
competitive conditions, changes in inflation affecting our raw
material, energy or other costs, development by others of
substitutes for some of our products and other technological
developments;
o the possibility that changes in financial performance may
affect our compliance with financial covenants or the amount
of funds available for borrowing under the New Senior
Facilities; and
6
o other risks and uncertainties, including those described
elsewhere or incorporated by reference in this Registration
Statement, the 2000 10-K, the March 10-Q, the June 10-Q or the
September 10-Q.
Occurrence of any of the events or circumstances described above could
also have a material adverse effect on our business, financial condition,
results of operations or cash flows.
No assurance can be given that any future transaction about which
forward looking statements may be made will be completed or as to the timing or
terms of any such transaction.
All subsequent written and oral forward looking statements by or
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by these factors. Except as otherwise required to be disclosed in
periodic reports required to be filed by public companies with the SEC pursuant
to the SEC's rules, we have no duty to update these statements.
7
THE COMPANY
GENERAL
We are one of the world's largest providers of natural and synthetic
graphite and carbon products and services. Our products provide energy solutions
to customers in the steel, aluminum, fuel cell power generation, electronics,
semiconductor and transportation industries. We have a global business, selling
our products and engineering and technical services in more than 80 countries,
with 14 manufacturing facilities strategically located in Brazil, France, Italy,
Mexico, Russia, South Africa, Spain and the U.S. and a joint venture
manufacturing facility located in China, which, subject to receipt of required
Chinese governmental approvals, is expected to commence operations in 2002. As a
result of our experience, technology and manufacturing capability, we believe
that we are the world's leading producer in all of our major product lines.
In June 1998, we began to implement management changes, which have
resulted in a new senior management team. This team has actively lowered costs,
reduced debt and developed growth initiatives. In early 2001, we launched a
strategic initiative to strengthen our competitive position and to change our
corporate vision from an industrial products company to an energy solutions
company. In connection with this initiative, we have realigned our company and
management around two new operating divisions, our Graphite Power Systems
Division and our Advanced Energy Technology Division.
GRAPHITE POWER SYSTEMS DIVISION
Our Graphite Power Systems Division delivers high quality graphite and
carbon electrodes and cathodes and related services that are key components of
the conductive power systems used to produce steel, aluminum, and other
non-ferrous metals. We are the leading producer of graphite and carbon
electrodes and cathodes in the world. In 2000, net sales of this division were
$651 million, with gross profit of $184 million.
Graphite electrodes, which accounted for about 81% of this division's
net sales in 2000, are a key component in the production of steel in electric
arc furnaces, the steel making technology used by all "mini-mills," the higher
growth sector of the steel industry. Electrodes act as conductors of electricity
in a furnace, generating sufficient heat to melt scrap metal and other raw
materials. We believe there is currently no commercially viable substitute for
graphite electrodes in electric arc furnaces. They are the only product that
combines the required level of electrical conductivity with the ability to
withstand the high levels of heat generated during the production of steel in
electric arc furnaces. Graphite electrodes are also used for refining steel in
ladle furnaces and in other smelting processes. Carbon electrodes are used in a
similar fashion in the production of silicon metal, a raw material used in the
manufacture of aluminum.
Graphite and carbon cathodes are key components in the conductive power
systems used in aluminum smelting furnaces. We have used our expertise in
graphite technology and high temperature industrial applications together with
the technology of our strategic partner, Pechiney, the world's leading provider
of aluminum smelting technology, to develop significant improvements in graphite
cathodes. Graphite cathodes are the preferred technology for new
8
smelting furnaces in the aluminum industry because they allow for substantial
improvements in process efficiency. We believe that our improved graphite
cathodes position us well to receive incremental orders upon the commencement of
operation of the new, more efficient aluminum smelting furnaces that are being
built, even as older furnaces are being shut down.
We believe that this division is positioned to benefit from the
expected cyclical recovery in steel production which, coupled with our global
network of manufacturing facilities strategically located in key markets, we
expect to enhance our cash flow and earnings per share.
In May 2001, we announced that we intend to shut down our graphite
electrode manufacturing operations in our Clarksville and Columbia, Tennessee
facilities for an undetermined period of time. The shutdown is part of our
strategy of reducing costs and optimizing global production capacity, and
reflects current graphite electrode market conditions. These operations were our
highest cost graphite electrode manufacturing operations. The shutdown was
completed by the end of the 2001 third quarter. These operations had the
capacity to manufacture about 40,000 tons of graphite electrodes annually. We
expect to incrementally expand graphite electrode manufacturing capacity at our
facilities in Mexico, Europe and South Africa. After the shutdown and
incremental expansion, our total annual graphite electrode manufacturing
capacity will be reduced from 230,000 metric tons to 210,000 metric tons.
We believe that the barriers to new entrants in the graphite and carbon
electrode industries are high. There have been no significant new entrants since
1950. We believe that our average capital investment to increase our annual
graphite electrode manufacturing capacity by about 15% would be about $500 per
metric ton, which we estimate is less than 20% of the initial investment for
"greenfield" capacity.
The strategic goal of this division is to generate strong cash flow by
pursuing the following strategies:
o BEING THE LOW COST SUPPLIER. We have aggressively reduced our costs
of production by closing higher cost facilities and migrating that
capacity to lower cost facilities, reducing our average cost of
sales per metric ton of graphite electrodes by about 15% since the
end of 1998. We are continuing our efforts to aggressively reduce
costs and recently announced our intention to shut down our highest
cost graphite electrode manufacturing operations. We believe that
this division's cost structure is currently among the lowest of all
major producers of graphite electrodes and that the shutdown of
these operations will further enhance our position as a low cost
supplier.
o DELIVERING EXCEPTIONAL AND CONSISTENT QUALITY. We believe that we
operate the world's premier electrode and cathode research and
development laboratories and that our products are among the highest
quality available. We have worked diligently in recent years to
improve the consistent quality and uniformity of our products on a
worldwide basis, providing the flexibility to source most orders
from the facility that best satisfies customer needs and optimizes
9
profitability. We believe that the consistently high quality of our
products nables customers to achieve significant production
efficiencies, which we believe provides us with an important
competitive advantage.
o PROVIDING SUPERIOR TECHNICAL SERVICE. We believe that we are the
recognized industry leader in providing value added technical
services to customers and that we have more technical service
engineers, located in more countries, than any of our competitors.
We believe that our superior service provides us with another
important competitive advantage.
o CAPITALIZING ON OUR GLOBAL PRESENCE AND EXECUTING OUR ASIAN GROWTH
STRATEGY. We believe that this division is the worldwide leader in
all of its major product lines. We are one of only two global
producers of graphite and carbon electrodes and cathodes. We believe
that our network of state-of-the-art manufacturing facilities in
diverse geographic regions, including Brazil, France, Italy, Mexico,
Russia, South Africa and Spain, coupled with our joint venture
manufacturing facility located in China, which, subject to receipt
of required Chinese governmental approvals, is expected to commence
operations in 2002, provides us with significant operational
flexibility and a significant competitive advantage. As the steel
industry continues to consolidate, with the largest steel producers
now operating in multiple countries, we believe that we are the
producer of graphite electrodes best positioned to serve their
global graphite electrode purchasing requirements.
Our new joint venture with Jilin Carbon Co., Ltd. ("JILIN") in
China is expected to provide us, for the first time, with access to
graphite electrode manufacturing capability in Asia. We believe
that our share of the Asian market for graphite electrodes was only
about 4% in 2000 as compared to our worldwide market share
(excluding the Asian market) of about 31% in 2000. We believe that
this low cost facility will provide us with an excellent platform to
expand our marketshare, both in China and in the rest of Asia.
ADVANCED ENERGY TECHNOLOGY DIVISION
Our Advanced Energy Technology Division was established to develop high
quality, highly engineered natural and synthetic graphite- and carbon-based
energy technologies, products and services for high growth markets. We believe
that we will be successful because of our proprietary technology related to
graphite and carbon materials science and our processing and manufacturing
technology. We currently sell natural and synthetic graphite- and carbon-based
products to the transportation, semiconductor, aerospace, fuel cell power
generation, electronics and other markets. Due to the growth potential for fuel
cell power generation, electronic thermal management and other identified
markets, we are investing substantial resources in developing proprietary
technologies and products for these markets. In addition, we are providing cost
effective technical services for a broad range of markets and licensing our
proprietary technology in markets where we do not anticipate engaging in
manufacturing ourselves. This division currently holds about 140 of our issued
patents and about 270 of our pending patent applications and perfected patent
application priority rights worldwide. In 2000, net sales of this division were
$125 million, with gross profit of $32 million.
10
For the fuel cell power generation market, we are developing materials
and components for PEM fuel cells and fuel cell systems, including flow field
plates and gas diffusion layers. For the electronic thermal management market,
we are developing and selling thermal interface products and developing and
introducing prototype heat spreaders, heat sinks and heat pipes for computer,
communications, industrial, military, office equipment and automotive electronic
applications. Other identified markets include fire retardant products for
transportation applications and building and construction materials
applications, industrial thermal management products for high temperature
process applications, and conductive products for batteries and supercapacitor
power storage applications.
Natural graphite-based products, including flexible graphite, are
developed and manufactured by our subsidiary, Graftech. Our synthetic graphite-
and carbon-based products are developed and manufactured by our Advanced Carbon
and Graphite Materials business unit, which includes our former graphite and
carbon specialties businesses. Our technology licensing and technical services
are marketed and sold by our High Tech High Temp business unit.
The strategic goal of this division is to create stockholder value
through commercialization of proprietary technologies into high growth markets.
To achieve this goal, we intend to leverage our strengths at:
o developing and protecting intellectual property;
o developing and commercializing prototype and next generation products
and services;
o establishing strategic alliances with customers, suppliers and other
third parties; and
o setting and achieving those milestones that are critical to the
successful, timely commercialization of our technologies.
We believe that our two largest growth opportunities are in the fuel
cell power generation and electronic thermal management markets.
FUEL CELL POWER GENERATION OPPORTUNITIES. Fuel cells provide power
generation for transportation, stationary and portable applications. The use of
fuel cells in the U.S. in light vehicles for transportation applications has
been projected by Frost & Sullivan to reach 2.6 million vehicles by 2010. We
believe that worldwide annual sales of fuel cells for non-transportation
applications (stationary and portable) could reach over $2 billion by 2010.
We have been working with Ballard since 1992 on developing natural
graphite-based materials for use in Ballard fuel cells for power generation. We
expect commercialization of fuel cells to occur in the middle of this decade,
particularly as countries around the world deal with environmental problems
created from other sources of energy. We believe that advances in fuel cell
11
technology, growth in worldwide power demand and deregulation of power utilities
as well as environmental issues are driving the market for fuel cells. Potential
fuel cell applications include transportation, stationary and portable
applications.
Ballard is the world leader in developing zero-emission fuel cells known
as PEM fuel cells, including direct methanol fuel cells, for power generation.
Eleven out of the fourteen prototype fuel cell vehicles in the California Fuel
Cell Partnership are powered by Ballard fuel cells, including Ford's FC5 and
Daimler Chrysler's NECAR 4A, Jeep Commander and, most recently, NECAR 5. In
2001, the California Air Resource Board reiterated its commitment that,
beginning in 2003, a minimum of 10% of the vehicles sold in California meet low
or zero-emission vehicle standards.
In 1999, we entered into a collaboration agreement with Ballard to
coordinate our respective research and development efforts on flow field plates
and a supply agreement for flexible graphite materials. In 2000, Ballard
launched its new Mark 900 PEM fuel cell stack and announced that it was the
foundation for Ballard fuel cells for transportation, stationary and portable
applications. The flow field plates used in the Mark 900 are made from our
GRAFCELL(R) advanced flexible graphite products. In June 2001, our subsidiary,
Graftech, entered into a new exclusive development and collaboration agreement
and a new exclusive long-term supply agreement with Ballard, which significantly
expand the scope and term of the 1999 agreements. In addition, Ballard became a
strategic investor in Graftech.
In October 2001, Ballard launched its most advanced fuel cell platform to
date, the Mark 902. Building upon the Mark 900, the advantages of the Mark 902
include lower cost, improved design for volume manufacturing, improved
reliability, higher power density and enhanced compatibility with customer
system requirements. The unit cell design of the Mark 902 allows scalable
combinations to achieve a variety of power outputs ranging from 10kW to 300kW
and is designed to allow configuration for stationary and transportation
applications. Ballard reported that it has received commercial orders for the
Mark 902 scheduled for delivery in 2001 and that the Mark 902 will power the
ten-city European Union bus program scheduled for 2002 and 2003.
Graftech's GRAFCELL(R) advanced flexible graphite is a strategic material
for the Mark 902. GRAFCELL(R) advanced flexible graphite offers the merits of
excellent electrical and thermal conductivity, low cost, light weight, and
compatibility with continuous process high volume manufacturing.
GRAFCELL(R) advanced flexible graphite will also be included in the Cdn
$34.5 million sale by Ballard of Mark 900 series fuel cells to Ford Motor
Company, the largest single fuel cell order in the industry to date. It will
also be included in the Cdn $25.9 million sale by Ballard of fuel cells to
Honda. GRAFCELL(R) advanced flexible graphite is included in Ballard's 60kW
engineering prototype stationary fuel cell power generator. This unit
incorporates the Mark 900 architecture that Ballard has stated will be developed
for a range of fuel cell applications.
ELECTRONIC THERMAL MANAGEMENT OPPORTUNITIES. As electronics
manufacturers develop highly advanced integrated circuits, processing chips and
power supplies, their ability to dissipate heat is constrained by the
12
limitations of current thermal management products and technology. We are
developing and introducing high quality, highly engineered products, designs and
solutions for a wide range of applications. We are targeting:
o thermal interface products, with a projected market of about $400
million in annual sales by 2005 and an annual growth rate of about
17% through 2005, in each case as projected by Business
Communications Company, Inc.;
o heat sink products, with a projected market of about $850 million
in annual sales by 2005 and an annual growth rate of about 10%
through 2005, in each case as projected by Business Communications
Company; and
o heat spreader and heat pipe products, with a projected market of
about $585 million in annual sales by 2005 and an annual growth
rate of about 20% through 2005, in each case as projected by
Business Communications Company.
In December 2000, we announced the introduction of, and began selling,
our new line of eGraf(TM) thermal management products designed to aid the
cooling of chip sets and other heat generating components in computers,
communications equipment and other electronic devices. We can provide custom or
off-the-shelf thermal interface products, heat sinks, heat spreaders and heat
pipes and sophisticated thermal solutions for cooling complex devices. Our new
product line offers advantages for mobile communications and other electronic
devices over competitive products such as copper, aluminum and other current
thermal interface materials. These advantages include our new products'
excellent ability to conduct heat, their mechanical and thermal stability, their
lightweight, compressible and conformable nature, their cost competitiveness,
and their ease of handling.
13
SELLING STOCKHOLDERS
This Prospectus covers offers and sales from time to time by or on
behalf of each Selling Stockholder of the Shares owned by each such Selling
Stockholder. The following table sets forth, to the Company's knowledge, certain
information relating to the Shares and the Selling Stockholders as of September
30, 2001. Any or all of the Shares listed may be offered for sale by the Selling
Stockholders from time to time. As of September 30, 2001 the Company had
56,295,577 shares of Common Stock issued and outstanding.
Number of Shares Number of Shares of
of Common Stock Common Stock Which Number of Shares of Percentage of
Beneficially May Be Offered and Sold Common Stock Outstanding
Owned Prior to by such Selling Beneficially Owned After Shares After
Selling Stockholder the Offering(a)(b) Stockholder(a) Offering Offering
------------------- ------------------ -------------- -------- --------
Corrado F. De Gasperis (c) 280,761 244,050 36,711 *
Scott C. Mason 336,556 318,000 18,556 *
Karen G. Narwold 203,494 194,246 9,248 *
Gilbert E. Playford (c) 1,460,894 1,209,000 251,894 *
Craig S. Shular (c) 402,814 372,000 30,814 *
R. Eugene Cartledge 40,250 40,250 -- *
Mary B. Cranston 27,731 27,731 -- *
John R. Hall 41,030 41,030 -- *
Thomas Marshall 111,270 111,270 -- *
Michael C. Nahl 28,680 28,680 -- *
------------
* Represents holdings of less than one percent.
(a) Includes shares subject to vested and unvested options as follows:
Selling Stockholder Vested Options Unvested Options
------------------- -------------- ----------------
Corrado F. De Gasperis 108,500 135,000
Scott C. Mason 65,000 252,000
Karen G. Narwold 74,246 120,000
Gilbert E. Playford 641,000 533,000
Craig S. Shular 165,000 202,000
R. Eugene Cartledge 16,490 9,160
Mary B. Cranston 16,571 9,160
John R. Hall 14,870 9,160
Thomas Marshall 16,710 9,160
Michael C. Nahl 18,320 9,160
(b) Includes up to 500,000 shares purchased or to be purchased on the open market, including as follows:
Selling Stockholder Shares
------------------- ------
Corrado F. DeGasperis 550
Scott C. Mason 1,000
Gilbert E. Playford 35,000
Craig S. Shular 5,000
R. Eugene Cartledge 14,000
Mary B. Cranston 2,000
John R. Hall 16,000
14
Selling Stockholder Shares
------------------- ------
Thomas Marshall 85,000
Michael C. Nahl 1,000
(c) Includes securities of which the stockholder disclaims beneficial ownership as follows:
Selling Stockholder Securities
------------------- ----------
Corrado F. DeGasperis 7,537
Gilbert E. Playford 39,414
Craig S. Shular 15,452
Each such Selling Stockholder has been employed by the Company in
various positions during the past three years, except (i) Mr. Shular, who joined
the Company in January 1999 and Mr. Mason, who joined the Company in April 2000
and (ii) Messrs. Cartledge, Hall, Marshall and Nahl and Ms. Cranston, each of
whom is a director of UCAR.
The Selling Stockholders acquired (a) shares and options to purchase
shares of Common Stock pursuant to grants under (i) the Company's Management
Stock Option Plan, (ii) in the case of Ms. Narwold, under the Company's 1996
Mid-Management Equity Incentive Plan, (iii) in the case of Messrs. Cartledge,
Hall, Marshall and Nahl, under the Company's 1995 Directors Stock Plan and (iv)
in the case of Mr. Playford, under a one-time grant of restricted stock and (b)
shares of Common Stock purchased on the open market. The shares of Common Stock
to be sold hereunder, other than those issued under the 1995 Directors Stock
Plan and the one-time grant of restricted stock or purchased on the open market,
will be acquired upon the exercise of options.
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to time by one or more of
the Selling Stockholders. No Selling Stockholder is required to offer or sell
any of his Shares. The Selling Stockholders anticipate that, if and when offered
and sold, the Shares will be offered and sold in transactions effected on the
New York Stock Exchange (NYSE) at then prevailing market prices. The Selling
Stockholders reserve the right, however, to offer and sell the Shares on any
other national securities exchange on which the Common Stock may become listed
or in the over-the-counter market, in each case at then prevailing market
prices, or in privately negotiated transactions at a price then to be
negotiated. All offers and sales made on the NYSE or any other national
securities exchange or in the over-the-counter market will be made through or to
licensed or registered brokers and dealers.
All proceeds from the sale of the Shares will be paid directly to the
Selling Stockholders and will not be deposited in an escrow, trust or other
similar arrangement. We will not receive any proceeds from the offer and sale of
these shares of Common Stock by the Selling Stockholders. We will bear all of
the expenses in connection with the registration of these Shares, including
legal and accounting fees. No discounts, commissions or other compensation will
be allowed or paid by the Selling Stockholders or us in connection with the
offer and sale of these shares of Common Stock, except that usual and customary
brokers' commissions or dealers' discounts may be paid or allowed by the Selling
Stockholders.
15
EXPERTS
The Consolidated Financial Statements of the Company, as of December
31, 2000 and 1999, and for each of the years in the three year period ended
December 31, 2000, which are included in UCAR's Annual Report on Form 10-K for
the year ended December 31, 2000, have been incorporated by reference into this
Prospectus and into the Registration Statement in which this Prospectus appears
in reliance upon the report of KPMG LLP, independent accountants, which is
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
LEGAL MATTERS
Certain legal matters in connection with the legality of the Shares
have been passed upon for the Company by Kelley Drye & Warren LLP, Stamford,
Connecticut.
* * * * *
No dealer, salesperson or other person has
been authorized to give any information or to
make any representation not contained in this
Prospectus, and, if given or made, such
information or representation must not be
relied upon as having been authorized by the
Company or any Selling Stockholder. This
Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make UCAR INTERNATIONAL INC.
such offer in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances,
create any implication that there has been no
change in the affairs of the Company since the
date hereof or that the information contained 2,881,461 Shares
herein is correct as of any time subsequent to Common Stock
its date. ($.01 par value)
PROSPECTUS
TABLE OF CONTENTS
Page
----
Available Information..................................2
Incorporation of Documents by Reference................3
Risks Regarding Forward-Looking
Statements..........................................4
The Company............................................6
Selling Stockholders...................................7
Plan of Distribution...................................9
Experts................................................9
Legal Matters..........................................9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, paid or to be paid in connection with
the issuance and distribution of the securities being registered.
SEC registration fee.................................... $0*
Legal fees and expenses................................. $10,000**
Accounting fees and expenses............................ $ 5,000**
Miscellaneous........................................... $ 4,000**
Total.......................................... $19,000**
------------------
* A fee of $3,796.00 has already been paid.
** Estimated.
All expenses of such issuance and distribution will be paid by the
registrant, other than transfer taxes relating to the sale of the securities
registered hereby to be sold by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"Law") provides as follows:
"(a) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
II-1
(b) A corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because the person has
met the applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
II-2
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of Chancery
may summarily determine a corporation's obligation to advance expenses
(including attorneys' fees)."
Section 102(b)(7) of the Law provides as follows:
"(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the certificate
of incorporation may also contain any or all of the following matters:
(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director: (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under section 174 of this title; or (iv) for any
transaction from which the director derived an improper personal benefit.
II-3
No such provision shall eliminate or limit the liability of a director for any
act or omission occurring prior to the date when such provision becomes
effective. All references in this paragraph to a director shall also be deemed
to refer (x) to a member of the governing body of a corporation which is not
authorized to issue capital stock, and (y) to such other person or persons, if
any, who, pursuant to a provision of the certificate of incorporation in
accordance with Section 141(a) of this title, exercise or perform any of the
powers or duties otherwise conferred or imposed upon the board of directors by
this title."
The Company maintains a director's and officer's liability insurance
policy which indemnifies directors and officers for certain losses arising from
claims by reason of a wrongful act, as defined therein, under certain
circumstances.
In addition, in response to this Item 15, the following information is
incorporated by reference: the information included in the description of the
registrant's capital stock contained in the registrant's Registration Statement
on Form 8-A dated July 28, 1995, as updated by any amendment or report filed for
the purpose of updating such description; the description of the rights
contained in the registrant's Registration Statement on Form 8-A dated September
10, 1998, as updated by any amendment or report filed for the purpose of
updating such description; Articles Tenth and Eleventh of the Amended and
Restated Certificate of Incorporation of the registrant incorporated by
reference as Exhibit 3.1 to this Registration Statement; and Article V of the
Amended and Restated By-Laws of the registrant incorporated by reference as
Exhibit 3.2 to this Registration Statement.
II-4
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The exhibits listed in the following table have been filed as
part of this Registration Statement.
Exhibit
Number Description of Exhibit
------- ----------------------
4.1 UCAR International Inc. Management Stock Option Plan effective
September 29, 1998 (Senior Management Version)(incorporated by
reference to the Registration Statement of the Registrant on
Form S-8 (File No. 333-82411)).
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. 33-84850)).
4.3 Form of Non-Qualified Stock Option Agreement Standard Option
Version (incorporated by reference to the Annual Report on Form
10-K of the Registrant for the year ended December 31, 1998
(File No. 1-13888)).
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)).
4.5 UCAR International Inc. 1995 Directors Stock Plan effective as
of August 15, 1995 (incorporated by reference to the
Registration Statement of the Registrant on Form S-1
(File No. 33-94698)).
4.6 First Amendment to such Directors Stock Plan effective
September 1, 1995 (incorporated by reference to the
Registration Statement of the Registrant on Form S-1
(File No. 333-1090)).
4.7 Second Amendment to such Directors Stock Plan dated July 29,
1996 (incorporated by reference to the Quarterly Report of the
Registrant for the quarter ended June 30, 1996 (File No.
1-13888)).
4.8 Third Amendment to such Directors Stock Plan effective
September 8, 1997 (incorporated by reference to the Annual
Report of the Registrant on Form 10-K for the year ended
December 31, 1997 (File No. 1-13888)).
4.9 Fourth Amendment to such Directors Stock Plan effective April
8, 1997 (incorporated by reference to the Annual Report of the
Registrant on Form 10-K for the year ended December 31, 1997
(File No. 1-13888)).
4.10 Restricted Stock Agreement dated as of January 1, 2000 between
UCAR International Inc. and Gilbert E. Playford
(incorporated by reference to the Annual Report of the
Registrant on Form 10-K for the year ended December 31, 2000
(File No. 1-13888)).
5.1 Opinion of Kelley Drye & Warren LLP regarding the validity of
the Securities originally registered (previously filed).
5.2 Opinion of Kelley Drye & Warren LLP regarding the validity of
the Securities registered subsequently (previously filed).
II-5
Exhibit
Number Description of Exhibit
------- ----------------------
23.1 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
23.3 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.2).
24.1 Powers of Attorney.
(b) Financial Statement Schedules
All schedules are omitted as the required information is inapplicable or
the information is presented in the Consolidated Financial Statements or related
notes thereto.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation form the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registrant Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15 (d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
II-6
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-7
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-3 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 Nashville, State of Tennessee on this
21st day of December 2001.
UCAR INTERNATIONAL INC.
By: /s/ Corrado F. De Gasperis
-----------------------------------
Name: Corrado F. De Gasperis
Title: Vice President,
Chief Financial Officer and
Chief Information 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.
Signatures Title Date
---------- ----- ----
* President, Chief Executive Officer and December 21, 2001
----------------------------------------------------- Director
Gilbert E. Playford (Principal Executive Officer)
/s/ Corrado F. De Gasperis Vice President, Chief Financial Officer December 21, 2001
----------------------------------------------------- and Chief Information Officer
Corrado F. De Gasperis (Principal Financial and Accounting
Officer)
* Director December 21, 2001
------------------------------------------------------
R. Eugene Cartledge
* Director December 21, 2001
------------------------------------------------------
Mary B. Cranston
* Director December 21, 2001
------------------------------------------------------
John R. Hall
* Director December 21, 2001
------------------------------------------------------
Thomas Marshall
* Director December 21, 2001
------------------------------------------------------
Michael C. Nahl
*By /s/ Corrado F. De Gasperis
--------------------------------------
Attorney-in-fact
II-8
EXHIBIT INDEX
Exhibit No. Description Page No.
----------- ----------- -------
23.2 Consent of KPMG LLP.
24.1 Powers of Attorney.
II-9