As filed with the Securities and Exchange Commission on March 18, 2002
Registration No. 333-36653
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UCAR INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1385548
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Brandywine West
1521 Concord Pike, Suite 301
Wilmington, Delaware 19803
(Address of Principal Executive Offices, Including Zip Code)
UCAR International Inc.
Compensation Deferral Program
(as amended and restated November, 1995)
(Full Title of the Plan)
Karen G. Narwold, Esq.
Vice President, General Counsel and Secretary
UCAR International Inc.
Brandywine West
1521 Concord Pike, Suite 301
Wilmington, Delaware 19803
(302) 778-8227
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
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COPY TO:
M. Ridgway Barker, Esq.
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
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DEREGISTRATION OF SECURITIES
UCAR International Inc. (the "Registrant") is filing this
post-effective amendment to deregister securities registered for issuance
pursuant to the UCAR International Inc. Compensation Deferral Program as amended
and restated November 1995 (the "Plan") on Registration Statement on Form S-8,
No. 333-36653 (the "Registration Statement"). The Registration Statement
registered $10,000,000 of unsecured obligations of the Registrant to pay
deferred compensation (the "Obligations") in accordance with the Plan. All
remaining unissued Obligations are hereby deregistered.
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ITEM 8. EXHIBITS.
The following opinions, consents and other documents are attached
hereto as exhibits:
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of
UCAR International Inc. (incorporated by reference to the
Registration Statement of the Registrant on Form S-1 (File No.
33-94698)).
3.2 Amended and Restated Bylaws of UCAR International Inc.
(incorporated by reference to the Registration Statement of
the Registrant on Form S-1 (File No. 33-94698)).
4.1 UCAR International Inc. Compensation Deferral Program (as
amended and restated November, 1995) (incorporated by
reference to the Registration Statement of the Registrant on
Form S-1 (File No. 333-1090)).
4.2 First Amendment to such Compensation Deferral Program
effective as of January 1, 1995 (incorporated by reference
to the Registration Statement of UCAR International Inc. and
UCAR Global Enterprises Inc. on Form S-1 (File No. 33-84850)).
4.3 Second Amendment to such Compensation Deferral Program
effective as of March 15, 1996 (incorporated by reference
to the Annual Report of the Registration Form 10-K for the
year ended December 31, 1995)).
4.4 Third Amendment to such Compensation Deferral Program
effective as of July 9, 1996 (incorporated by reference
to the Quarterly Report of the Registrant on Form 10-Q for
the quarter ended March 31, 1996)).
4.5 Fourth Amendment to such Compensation Deferral Program
effective as of January 1, 1997 (incorporated by reference
to the Annual Report of the Registrant on Form 10-K to the
year ended December 31, 1996)).
5 Opinion of Kelley Drye & Warren (previously filed).
23.1 Consent of KPMG Peat Marwick LLP (previously filed).
23.2 Consent of Kelley Drye & Warren LLP (included in Exhibit 5).
24 Powers of Attorney.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wilmington, State of Delaware, on the
18th day of March, 2002.
UCAR INTERNATIONAL INC.
By: /s/ Karen G. Narwold
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Name: Karen G. Narwold
Title: Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signatures
Title Date
Chairman of the Board, Chief Executive
* Officer, President and Director March 18, 2002
------------------------------------------------ (Principal Executive Officer)
Gilbert E. Playford
* Vice President, Chief Financial Officer March 18, 2002
------------------------------------------------ and Chief Information Officer
Corrado F. De Gasperis (Principal Financial and Accounting
Officer)
* Director March 18, 2002
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R. Eugene Cartledge
* Director March 18, 2002
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Mary B. Cranston
* Director March 18, 2002
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John R. Hall
* Director March 18, 2002
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Thomas Marshall
* Director March 18, 2002
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Ferrell P. McClean
* Director March 18, 2002
------------------------------------------------
Michael C. Nahl
* By: /s/ Karen G. Narwold
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Karen G. Narwold, ATTORNEY-IN-FACT
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EXHIBIT INDEX
Exhibit No. Description Page No.
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24 Powers of Attorney.