As filed with the Securities and Exchange Commission on April 17, 2003
Registration No. 333-_________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________________
SGL CARBON AKTIENGESELLSCHAFT
(Exact name of Registrant as specified in its charter)
FEDERAL REPUBLIC OF GERMANY NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Rheingaustrasse 182
D-65203 Wiesbaden
Germany
(Address of Registrant's Principal Executive Offices)
SGL CARBON AKTIENGESELLSCHAFT STOCK OPTION PLAN
SGL CARBON AKTIENGESELLSCHAFT SHARE PLAN REGARDING MATCHING SHARES
(Full title of the plans)
________________________
Anna Blackwelder
SGL Carbon LLC
P.O. Box 563960
Charlotte, North Carolina 28256-3960
Tel.: (704) 593-5282
(Name, address and telephone number of agent for service)
With a copy to:
Stephan Hutter, Esq. Doreen E. Lilienfeld, Esq.
Shearman & Sterling Shearman & Sterling
Gervinusstrasse 17 599 Lexington Avenue
D-60322 New York, New York 10022
Frankfurt am Main, Tel.: (212) 848-4000
Federal Republic of Germany
Tel.: 011-49-69-9711-1000
CALCULATION OF REGISTRATION FEE
===================================================================================================================
TITLE OF SECURITIES TO BE AMOUNT TO PROPOSED PROPOSED AMOUNT OF
REGISTERED BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE (2) OFFERING PRICE
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Ordinary Bearer Shares of Registrant (1)
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SGL CARBON Aktiengesellschaft Stock 151,500 $13.74 $2,081,610 $168.40
----------------------------------------------------------------------
Option Plan 198,500 $36.54 $7,253,190 $586.78
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SGL CARBON Aktiengesellschaft Share 50,000 $13.74 $687,000 $55.58
Plan Regarding Matching Shares
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TOTAL 400,000 $10,021,800 $810.76
===================================================================================================================
(1) This registration statement on Form S-8 (this "REGISTRATION
STATEMENT") shall also cover any additional shares of SGL
Corporation's (the "REGISTRANT") Ordinary Bearer Shares, no par value
(the "ORDINARY SHARES"), which become issuable under either the SGL
CARBON Aktiengesellschaft Stock Option Plan (the "OPTION PLAN") or SGL
CARBON Aktiengesellschaft Share Plan Regarding Matching Shares (the
"MATCHING SHARES PLAN", together with the Option Plan, the "PLANS") by
reason of any stock dividend, stock split, recapitalization or any
other similar transaction effected without the receipt of
consideration which results in an increase in the number of the
Registrant's outstanding Ordinary Shares.
(2) Estimated in accordance with Rules 457(c) and 457(h) under the
Securities Act solely for the purpose of determining the registration
fee. Estimate based on the average of the high and low prices of the
Ordinary Shares reported on the Frankfurt Stock Exchange on April 11,
2003, except that stock options to purchase 198,500 Ordinary Shares at
an average fixed price of US$36.54 have been granted under the Option
Plan as of this date of this Registration Statement. For purposes of
calculating the filing fee, the offering price per share and closing
price of the Ordinary Shares has been converted from euro to U.S.
Dollars using the noon buying rate in New York, New York for cable
transfers in euro as certified for customs purposes by the Federal
Reserve Bank on April 11, 2003.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I, Items
1 and 2, will be delivered to employees in accordance with the "Note" to Part I
of Form S-8 and Rule 428 of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The following documents filed with the Commission are incorporated
by reference as of their respective dates into this Registration Statement and
shall be deemed a part hereof:
(i) the Registrant's Annual Report on Form 20-F, filed with the
Commission on April 14, 2003 (No. 001-14398); and
(ii) the Registrant's Registration Statement on Form 8-A, filed
with the Commission on May 17, 1996 (No. 001-14398), which
incorporates by reference the Registrant's Registration
Statement on Form F-1, filed with the Commission on May 17,
1996 (No. 333-04824), which includes a description of the
Ordinary Shares of the Registrant.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"), subsequent to the date of the filing hereof and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement 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 such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
--------------------------
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
---------------------------------------
The legal opinion attached to this Registration Statement as Exhibit 5
was issued by Helmut Muehlbradt. Mr. Muehlbradt is General Counsel of the
Registrant. Mr. Muehlbradt beneficially owns, or has the right to acquire
under the Plans, an aggregate of less than 1% of the Registrant's Ordinary
Shares.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
The laws of Germany make no provision for indemnification of directors
and officers. The Registrant has liability insurance for all present, future
or retired general managers, members of the Board of Management, members of the
Supervisory Board and members of the Advisory Boards of the Registrant or any
of its subsidiaries, including insurance against liabilities arising under the
Securities Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
------------------------------------
Not applicable.
Item 8. EXHIBITS.
---------
See Exhibit list on page 9 of this Registration Statement.
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Item 9. UNDERTAKINGS.
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(a) 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 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 the
Registration Statement;
(2) That, for the purpose of determining any liabilities
under the Securities Act, 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;
and
(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.
(b) The undersigned 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 Section 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 the 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.
(c) 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wiesbaden, Germany on this 17 day of April, 2003.
SGL CARBON AKTIENGESELLSCHAFT
By: /s/ Dr. Bruno Toniolo
-------------------------------------
Name: Dr. Bruno Toniolo
Title: Chief Financial Officer, Member of
the Board of Management
By: /s/ Helmut Muehlbradt
--------------------------------------
Name: Helmut Muehlbradt
Title: General Counsel
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KNOW ALL MEN BY THESE PRESENT, that each person whose signature to
this Registration Statement appears below hereby constitutes and appoints each
of Helmut Muehlbradt and Branka Koren as such person's true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments to the Registration Statement,
including post-effective amendments, and registration statements filed pursuant
to Rule 462 under the Securities Act, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Commission, and
does hereby grant unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that each said attorney-in-fact and agent, or any substitute therefor, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 17 day of April, 2003.
Signature Capacity
--------- --------
/s/ Robert J. Koehler
---------------------------
Robert J. Koehler Chief Executive Officer, Chairman of the Board of Management
/s/ Dr. Bruno Toniolo
---------------------------
Dr. Bruno Toniolo Chief Financial Officer, Member of the Board of Management
/s/ Theodore H. Breyer
---------------------------
Theodore H. Breyer Member of the Board of Management
/s/ Dr. Hariolf Kottmann
----------------------------
Dr. Hariolf Kottmann Member of the Board of Management
/s/ Dr. Klaus Warning
----------------------------
Dr. Klaus Warning Member of the Board of Management
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned, the duly authorized representative of the Registrant
in the United States, has signed this Registration Statement or amendment
thereto in Charlotte, North Carolina, on April 17, 2003.
SGL CARBON LLC
By: /s/ Peter Hoffman
----------------------------
Name: Peter Hoffman
Title: President
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 The Registrant's Articles of Incorporation (Satzung), as amended (incorporated herein by reference to the Registrant's
Annual Report on Form 20-F, filed with the Commission on July 1, 2002 (No. 001-14398)).
4.2* SGL CARBON Aktiengesellschaft Stock Option Plan (English Translation).
4.3* SGL CARBON Aktiengesellschaft Share Plan Regarding Matching Shares.
5* Opinion of Helmut Muhlbradt, General Counsel of the Registrant, regarding the legality of securities being offered
hereby.
23.1* Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft, Wirtschaftspruefungsgesellschaft, independent
accountants.
23.2* Consent of BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftspruefungsgesellschaft, Munich, independent
accountants.
23.3* Consent of Helmut Muhlbradt, General Counsel of the Registrant (contained in Exhibit 5).
24.1* Powers of Attorney (included on signature page to this Registration Statement).
________________________
* Filed herewith.
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