SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CALGON CARBON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 25-0530110
(State of Incorporation or organization) (I.R.S. Employer
Identification No.)
P.O. Box 717, Pittsburgh, PA 15230-0717
(Address of principal executive offices) (zip code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), check the Instruction A.(d), check the
following box. ( X ) following box. ( )
Securities Act registration statement file number to which this form
relates: N/A
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Rights to Purchase Series A Junior New York Stock Exchange
Participating Preferred Stock (pursuant to
Rights Agreement dated as of January 27,
2005)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Securities To Be Registered.
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In connection with the expiration of the Rights Agreement by
and between Calgon Carbon Corporation (the "Company") and Equiserve Trust
Company, N.A. (as successor to First Chicago Trust Company of New York), dated
as of February 3, 1995, as amended (the "Expiring Rights Agreement"), and the
February 3, 2005 expiration of the associated Rights (as defined therein)
issued thereunder, on January 27, 2005, the Board of Directors of the Company
approved the execution of a new Rights Agreement (the "New Rights Agreement"),
between the Company and StockTrans, Inc., as Rights Agent (the "Rights
Agent").
In connection with the implementation of the New Rights
Agreement, on January 27, 2005, the Board of Directors of the Company declared
a dividend distribution of one Right for each outstanding share of common
stock, par value $.01 per share, of the Company ("Common Stock"). The
distribution is payable to the stockholders of record at the close of business
on February 3, 2005, and is effective simultaneous with the expiration of the
Rights granted under the Expiring Rights Agreement. Each newly issued Right
will entitle the registered holder to purchase from the Company one
ten-thousandth of a share of a series of the Company's preferred stock
designated as Series A Junior Participating Preferred Stock ("Preferred
Stock") at a price of $35.00 per one ten-thousandth of a share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are
set forth in the New Rights Agreement, a copy of which is attached hereto as
Exhibit 1.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified in
the New Rights Agreement, the Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership
of 10% or more of the outstanding shares of Common Stock (15% or more, in the
case of certain institutional investors, as described below) or (ii) 10
business days (or such later date as the Board shall determine) following the
commencement of a tender offer or exchange offer that would result in a person
or group becoming an Acquiring Person. Notwithstanding the foregoing, a person
will not be deemed to be an Acquiring Person if, among other things: (a) such
person acquires beneficial ownership of in excess of 10% of the outstanding
Common Stock as a result of repurchases of Common Stock by the Company,
provided such person does not subsequently acquire any additional shares of
Common Stock, (b) such person beneficially owns more than 10% of the
outstanding Common Stock, but not more than 15% of the outstanding Common
Stock, and reports such beneficial ownership on Schedule 13G or (c) such
person was a holder of 10% or more of the outstanding shares of Common Stock
as of December 27, 2004, provided such person does not subsequently acquire
beneficial ownership of additional shares representing 1% or more of the
outstanding Common Stock, other than through inadvertence or under certain
other circumstances.
Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (ii) new Common Stock certificates
issued after the Record Date will contain a notation incorporating the New
Rights Agreement by reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate.
Pursuant to the New Rights Agreement, the Company reserves the right to
require prior to the occurrence of a Triggering Event (as defined below) that,
upon any exercise of Rights, a number of Rights be exercised so that only
whole shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date
and will expire at 5:00 P.M. (New York City time) on February 3, 2015 (the
"Expiration Date"), unless such date is extended or the Rights are earlier
redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights. Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued prior
to the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company) having a value equal to two times the exercise price of the
Right. Notwithstanding any of the foregoing, following the occurrence of the
event set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the New Rights Agreement) were, beneficially owned
by any Acquiring Person will be null and void. However, Rights are not
exercisable following the occurrence of any of the events set forth above
until such time as the Rights are no longer redeemable by the Company as set
forth below.
For example, at an exercise price of $35.00 per Right, each
Right not owned by an Acquiring Person (or by certain related parties)
following any one of the events set forth in the preceding paragraph would
entitle its holder to purchase $70.00 worth of Common Stock (or other
consideration, as noted above) for $35.00. Assuming that the Common Stock had
a per share value of $10.00 at such time, the holder of each valid Right would
be entitled to purchase 7 shares of Common Stock for $35.00.
In the event that, at any time following the date on which a
person or group becomes an Acquiring Person (the "Stock Acquisition Date"),
(i) the Company engages in a merger or other business combination transaction
in which the Company is not the surviving corporation, (ii) the Company
engages in a merger or other business combination transaction in which the
Company is the surviving corporation and the Common Stock of the Company is
changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow
or earning power is sold or transferred, each holder of a Right (except Rights
which have previously been voided as set forth above) shall thereafter have
the right to receive, upon exercise, common stock of the acquiring company
having a value equal to two times the exercise price of the Right. The events
set forth in this paragraph and in the second preceding paragraph are referred
to as the "Triggering Events."
Up to and including the tenth business day after a Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $0.001 per Right, rounded to the nearest $0.01, but not less
than $0.01. Promptly upon the action of the Board of Directors of the Company
electing to redeem the Rights, the Rights will terminate and the only right of
the holders of Rights will be to receive the $0.001 Redemption Price.
If at any time that the Rights become exercisable for Common
Stock, the Company has insufficient authorized but unissued Common Stock to
permit the issuance of all of the shares of Common Stock the holders of the
Rights would be entitled to purchase, the Board may provide the holders of the
Rights (other than the Acquiring Person) with cash, other equity securities or
debt securities, take action to reduce the Purchase Price of the Rights or do
any combination of the foregoing to ensure that holders of the Rights receive
the intended benefits of the Rights.
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding Common Stock, the Board may exchange the Rights (other
than Rights owned by such person or group which have become null and void), in
whole or in part, for Common Stock at an exchange ratio of one share of Common
Stock, or one ten-thousandth of a share of Preferred Stock (or of a share of a
class or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the distribution
of the Rights will not be taxable to stockholders or to the Company,
stockholders may, depending upon the circumstances, recognize taxable income
in the event that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the acquiring company or
in the event of the redemption of the Rights as set forth above.
Any of the provisions of the New Rights Agreement may be
amended by the Board of Directors of the Company prior to the Distribution
Date. After the Distribution Date, the provisions of the New Rights Agreement
may be amended by the Board in order to cure any ambiguity, to make changes
which do not adversely affect the interests of holders of Rights, or to
shorten or lengthen any time period under the New Rights Agreement. The
foregoing notwithstanding, no amendment may be made to the New Rights
Agreement at such time as the Rights are not redeemable, except to cure any
ambiguity or correct or supplement any provision contained in the New Rights
Agreement which may be defective or inconsistent with any other provision
therein.
The holder of each share of Common Stock of the Company
outstanding at the close of business on February 3, 2005 will receive one
Right. So long as the Rights are attached to the Common Stock, one additional
Right (as such number may be adjusted pursuant to the provisions of the New
Rights Agreement) shall be deemed to be delivered for each share of Common
Stock issued or transferred by the Company in the future. In addition,
following the Distribution Date and prior to the expiration or redemption of
the Rights, the Company may issue Rights when it issues Common Stock only if
the Board deems it to be necessary or appropriate, or in connection with the
issuance of shares of Common Stock pursuant to the exercise of stock options
or under employee plans or upon the exercise, conversion or exchange of
certain securities of the Company. 100,000 shares of Preferred Stock are
initially reserved for issuance upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The
Rights may cause substantial dilution to a person or group that attempts to
acquire the Company in a manner which causes the Rights to become exercisable.
The Rights, however, should not affect any prospective offeror willing to make
an offer at a price that is fair and otherwise in the best interest of the
Company and its stockholders. The Rights should not interfere with any merger
or other business combination approved by the Board since the Board may, at
its option, at any time until ten business days following the Stock
Acquisition Date redeem the then outstanding Rights at the Redemption Price or
take other action to exempt such a transaction under the New Rights Agreement.
The New Rights Agreement, dated as of January 27, 2005,
between the Company and StockTrans, Inc. as Rights Agent, specifying the terms
of the Rights is attached hereto as an exhibit and is incorporated herein by
reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibit.
Item 2. Exhibits.
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1. Rights Agreement, dated as of January 27, 2005, by
and between the registrant and StockTrans, Inc.,
including the Form of Rights Certificate attached
as Exhibit B thereto and the Summary of Rights to
Purchase Preferred Stock attached as Exhibit C
thereto (incorporated by reference to Exhibit 4.1
to the Current Report on Form 8-K filed by the
registrant with the Securities and Exchange
Commission on January 28, 2005).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: January 28, 2005
CALGON CARBON CORPORATION
By: /s/ Michael J. Mocniak
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Michael J. Mocniak
Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
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Exhibit Description
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1. Rights Agreement, dated as of January 27, 2005, by
and between the registrant and StockTrans, Inc.,
including the Form of Rights Certificate attached as
Exhibit B thereto and the Summary of Rights to
Purchase Preferred Stock attached as Exhibit C
thereto (incorporated by reference to Exhibit 4.1 to
the Current Report on Form 8-K filed by the
registrant with the Securities and Exchange
Commission on January 28, 2005).