As filed with the Securities and Exchange Commission on March 18, 2002
Registration No. 333-2598
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
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)
Equity Ownership Program
(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 resale pursuant
to its Equity Ownership Program (the "Plan") on Registration Statement on Form
S-8, No. 333-2598 (the "Registration Statement"). The Registration Statement
registered 854,838 shares of Common Stock, par value $0.01 per share, of the
Registrant (the "Shares") in accordance with the Plan. All remaining unissued
Shares 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
4.1 Form of Management Common Stock Subscription Agreement
(incorporated by reference to Exhibit 2.5 to the
Registration Statement of the Registrant and UCAR Global
Enterprises Inc. on Form S-1 (File No. 33-84850)).
4.2 Form of Management Pledge and Security Agreement,
together with Form of Promissory Note (incorporated by
reference to Exhibit 2.6 to the Registration Statement
of the Registrant on Form S-1 (File No. 33-94698)).
4.3 Form of Amendment, Waiver and Release in connection
with such Management Common Stock Subscription
Agreements, Management Pledge and Security Agreements
and Promissory Notes (incorporated by reference to
Exhibit 2.6(b) to the Registration Statement of the
Registrant on Form S-1 (File No. 333-1090)).
4.4 Stock Repurchase Agreement dated as of April 2, 1997 among
UCAR International Inc., Blackstone Capital Partners
Merchant Banking Fund L.P., Blackstone Offshore Capital
Partners II L.P., Blackstone Family Investment
Partnership II L.P. and Chase Equity Associates, L.P.
(incorporated by reference to Exhibit 2.33 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997).
23.1 Consent of Kelley Drye & Warren LLP (previously filed).
23.2 Consent of KPMG Peat Marwick LLP (previously filed).
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
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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.