_________________
_________________
FOR REGISTRATION OF
CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT
OF 1934
GRAFTECH INTERNATIONAL
LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 06-1385548 | ||||
(State or other jurisdiction of | (I.R.S. Employer | ||||
incorporation or organization) | Identification Number) |
_________________
1521 Concord Pike | |||||
Brandywine West, Suite 301 | 19803 | ||||
Wilmington, DE | (Zip code) | ||||
(Address of principal executive offices) |
Registrants telephone number, including area code: (302) 778-8227
_________________
If this form relates to the registration of a class | If this form relates to the registration of a |
of securities pursuant to Section 12(b) of the | class of securities pursuant to Section 12(g) of |
Exchange Act and is effective pursuant to General | the Exchange Act and is effective pursuant to |
Instruction A. (c), please check the following box. | General Instruction A. (d), please check the |
|X| | following box. |_| |
Securities Act registration statement file number to which this form relates: not 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 | ||||
Common Stock, par value $.01 per share | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
This Form 8-A/A filed by GrafTech International Ltd. (formerly known as UCAR International Inc. and called herein the Registrant) amends the Form 8-A filed by the Registrant on July 28, 1995, and as amended on September 17, 2003, with respect to the registration of the Registrants Common Stock, par value $.01 per share, to update the description of the securities provided therein.
Common Stock. The Registrant hereby incorporates by reference the information concerning the Common Stock registered hereunder set forth under the heading Description of Capital Stock contained in the Registration Statement on Form S-3 under the Securities Act of 1933, as amended, filed with the Commission on April 20, 2004 (Registration No. 333-114652).
The following exhibits are filed as a part of this Registration Statement:
Exhibit No. Description
1.1 | Amended and Restated Certificate of Incorporation of GrafTech International Ltd. (incorporated by reference to the Registration Statement of the Registrant under the Securities Act of 1933 on Form S-1 (Registration No. 33-94698)). |
1.2 | Certificate of Designations of Series A Junior Participating Preferred Stock (incorporated by reference to the Annual Report of the Registrant under the Securities Exchange Act of 1934 on Form 10-K for the year ended December 31, 1998 (File No. 1-13888)). |
1.3 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of GrafTech International Ltd. filed May 7, 2002 (incorporated by reference to the Quarterly Report of the Registrant under the Securities Exchange Act of 1934 on Form 10-Q for the quarter ended March 31, 2002 (File No. 1-13888)). |
1.4 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of GrafTech International Ltd. (incorporated by reference to the Quarterly Report of the Registrant under the Securities Exchange Act of 1934 on Form 10-Q for the quarter ended June 30, 2003 (File No. 1-13888)). |
2.1 | Amended and Restated By-Laws of GrafTech International Ltd. dated December 13, 2002 (incorporated by reference to the Annual Report of the Registrant under the Securities Exchange Act of 1934 on Form 10-K for the year ended December 31, 2002 (File No. 1-13888)). |
4.1 | Specimen certificate for the Registrant's shares of Common Stock (incorporated by reference to the Registration Statement of the Registrant under the Securities Act of 1933 on Form S-3 (Registration No. 333-108039)). |
4.2 | Rights Agreement dated as of August 7, 1998 between GrafTech International Ltd. and The Bank of New York, as Rights Agent (incorporated by reference to the Annual Report of the Registrant under the Securities Exchange Act of 1934 on Form 10-K for the year ended December 31, 1998 (File No. 1-13888)). |
4.3 | Amendment No. 1 to such Rights Agreement dated as of November 1, 2000 (incorporated by reference to the Annual Report of the Registrant under the Securities Exchange Act of 1934 on Form 10-K for the year ended December 31, 2001 (File No. 1-13888)). |
4.4 | Amendment No. 2 to such Rights Agreement dated as of May 21, 2002 (incorporated by reference to the Quarterly Report of the Registrant under the Securities Exchange Act of 1934 on Form 10-Q for the quarter ended June 30, 2002 (File No. 1-13888)). |
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, thereto duly authorized.
Date: April 20, 2004 | GRAFTECH INTERNATIONAL LTD. By:/s/ Karen G. Narwold Karen G. Narwold Vice President, General Counsel, Human Resources & Secretary |