SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
Amendment No. 1
to
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 25-0540110
(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 registration If this form relates to the registration
of a class of securities pursuant to Section of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check pursuant to General Instruction A.(d), check
the following box. (X) the following box. ( )
Securities Act registration statement file number to which this form relates:
N/A
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(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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Common Stock Acquisition Rights New York Stock Exchange
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.
On December 27, 2004, Calgon Carbon Corporation, a Delaware
corporation (the "Company"), pursuant to approval by the Company's Board of
Directors, entered into Amendment No. 2 to the Rights Agreement ("Amendment
No. 2") by and between 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 by Amendment No. 1 thereto, dated as of April 23, 1999 (as so
amended, the "Rights Agreement"). Amendment No. 2 reduces from 20% to 10% the
threshold at which the Rights (as defined in the Rights Agreement) will be
triggered. According to the Rights Agreement as amended, subject to certain
exceptions described in the Rights Agreement, the Rights will be triggered
after a person or group becomes the beneficial owner of 10% or more of the
Company's outstanding common stock or commences a tender or exchange offer
upon consummation of which such person or group will become the beneficial
owner of 10% or more of the Company's outstanding common stock. Current
holders of 10% or more of the Company's outstanding common stock will not
trigger the Rights unless any such holder acquires an additional 1% of the
Company's common shares or, in the case of a holder that reports its
beneficial ownership on Schedule 13G, such holder increases its ownership
above 15%.
A copy of Amendment No. 2 has been filed with the Commission as
Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the
Securities and Exchange Commission on December 27, 2004 and is incorporated
herein by reference. The foregoing description of Amendment No. 2 does not
purport to be complete and is qualified in its entirety by reference to the
full text of Amendment No. 2.
Item 2. Exhibits.
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1. Amendment No. 2 to Rights Agreement, dated as of December
27, 2004, by and between the registrant and Equiserve Trust
Company, N.A. (incorporated herein 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
December 27, 2004).
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: December 27, 2004
CALGON CARBON CORPORATION
By: /s/ Michael J. Mocniak
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Michael J. Mocniak
Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit Description
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1. Amendment No. 2 to Rights Agreement, dated as of December
27, 2004, by and between the registrant and Equiserve Trust
Company, N.A. (incorporated herein 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
December 27, 2004).