UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 10, 2013
CALGON CARBON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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1-10776 |
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25-0530110 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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P.O. Box 717, Pittsburgh, PA 15230-0717 |
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15230-0717 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (412) 787-6700
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 10, 2013, Calgon Carbon Japan KK (“CCJ”), a subsidiary of Calgon Carbon Corporation (the “Company”), entered into a Loan Agreement (the “Term Loan Agreement”) memorializing a new term loan in the principal amount of JPY 1,000,000,000 (the “Term Loan”) with The Bank of Tokyo — Mitsubishi UFJ, Ltd. (“BTM”).
The Company is jointly and severally liable as the guarantor of CCJ’s obligations under the Term Loan and the Company permitted CCJ to grant a security interest and continuing lien in certain of its assets to secure its obligations pursuant to the Term Loan.
The summary of the material terms and conditions of the Term Loan in this Current Report on Form 8-K is qualified in its entirety by reference to the English translation of the full text of such document, the same being attached hereto as Exhibit 10.4 through 10.5 and incorporated herein by reference. The original documents are written in the Japanese language and the Japanese versions supersede the English translations.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed pursuant to Item 601 of Regulation S-K to this Form 8-K:
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Exhibit No. |
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Description |
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10.4 |
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Letter of Guarantee by and among The Bank of Tokyo-Mitsubishi UJF, Ltd., Calgon Carbon Japan KK and Calgon Carbon Corporation dated May 10, 2013 |
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10.5 |
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Loan Agreement by and between The Bank of Tokyo-Mitsubishi UJF, Ltd. and Calgon Carbon Japan KK dated May 10, 2013 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CALGON CARBON CORPORATION |
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(Registrant) |
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Date: May 16, 2013 |
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/s/ Richard D. Rose |
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(Signature) |
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Richard D. Rose |
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Senior Vice President, General Counsel and Secretary |