e8vk
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)
December 21, 2010
CALGON CARBON CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
1-10776
|
|
25-0530110 |
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
|
|
|
P.O. Box 717, Pittsburgh, PA 15230-0717
|
|
15230-0717 |
|
|
|
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants 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 |
Indemnification Agreement. On December 21, 2010, Calgon Carbon Corporation (the Company)
entered into an indemnification agreement (the Agreement) with Stevan R. Schott, Vice President
and Chief Financial Officer of the Company (the Executive). The Agreement is based upon the
same form of agreement that the Company entered into with each of its directors and other
executive officers as reported on the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 3, 2010.
Indemnification. Pursuant to the terms of the Agreement, the Company shall indemnify the
Executive (an Indemnitee) as follows:
1. |
|
Indemnity in Third-Party Proceedings. If an Indemnitee is, or is threatened to be made,
a party to or a participant in any threatened, pending or completed action, suit,
arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or proceeding, whether brought in the right of the Company or
otherwise and whether of a civil, criminal, administrative or investigative nature (each, a
Proceeding, as such term is further defined in the Agreement), other than a Proceeding by
or in the right of the Company to procure a judgment in its favor, then such Indemnitee
shall be indemnified to the fullest extent permitted by applicable law against all Expenses
(as defined below), judgments, fines and amounts paid in settlement actually and reasonably
incurred by Indemnitee or on Indemnitees behalf in connection with such Proceeding or any
claim, issue or matter therein, under certain circumstances. |
2. |
|
Indemnity in Proceedings by or in the Right of the Company. If an Indemnitee is, or is
threatened to be made, a party to or participate in any Proceeding by or in the right of the
Company to procure a judgment in its favor, then such Indemnitee shall be indemnified to the
fullest extent permitted by applicable law against all reasonable attorneys fees,
retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types customarily
incurred in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or otherwise participating in, a
Proceeding (the Expenses, as such term is further defined in the Agreement) actually and
reasonably incurred by Indemnitee or on Indemnitees behalf in connection with such
Proceeding or any claim, issue or matter therein, under certain circumstances. |
3. |
|
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. If an
Indemnitee is a party to or a participant in and is successful (on the merits or otherwise)
in defense of any Proceeding or any claim, issue or matter therein, the Company shall
indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or
on Indemnitees behalf in connection therewith. To the extent permitted by applicable law,
if an Indemnitee is not wholly successful in such Proceeding but is successful, on the
merits or otherwise, in defense of one or more but less than all claims, issues or matters
in such Proceeding, the Company shall indemnify Indemnitee to the fullest extent permitted
by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on
Indemnitees behalf in connection with each successfully resolved claim, issue or matter. |
4. |
|
Indemnification for Expenses of a Witness. If
an Indemnitee, by reason of his or her
status as a current or former director, trustee, general partner, managing member, joint
venturer, officer, employee, agent or fiduciary of the Company, is to be a witness or to be
interviewed in any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or
proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified to the
fullest extent permitted by applicable law against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitees behalf in connection therewith. |
5. |
|
Additional Indemnification. In the event that applicable law permits indemnification in
addition to the indemnification provided in the Agreement, the Company shall indemnify
Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is
threatened to be made, a party to or a participant in any Proceeding (including a Proceeding
by or in the right of the Company to procure a judgment in its favor) against all Expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred by
Indemnitee in connection with the Proceeding or any claim, issue or matter therein. To the
extent that a change in Delaware law permits greater indemnification or advancement of
Expenses than would be afforded currently under the Companys certificate of incorporation
and By-laws and the Agreement then the Indemnitee will receive the greater benefits so
afforded by such change, subject to certain restrictions. If the Indemnitee is entitled
under any provision of the Agreement to indemnification by the Company for some or a
portion of Expenses, but not for the total amount, the Company shall nevertheless indemnify
the Indemnitee for the portion of such Expenses to which the Indemnitee is entitled. |
The summary of the Agreement in this Current Report on Form 8-K is qualified in its entirety to
the full text of the Agreement, the form of which was filed as Exhibit 10.1 to Form 8-K on March
3, 2010 and incorporated herein by reference.
On December 21, 2010, the Company announced that it has reached a settlement agreement with
ADA-ES, Inc. (ADA-ES) pursuant to which Calgon Carbon will pay ADA-ES $7.2 million in return for
the satisfaction of the $12.0 million adverse judgment against Calgon Carbon on July 29, 2010 in
the United States District Court for the Western District of Pennsylvania in Calgon Carbon Corp.
v. ADA-ES, Inc.
The Companys press release with respect to this announcement is attached hereto as Exhibit 99.1.
|
|
|
Item 9.01 |
|
Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is being filed pursuant to Item 601 of Regulation S-K:
|
|
|
|
|
Exhibit No. |
|
Description |
|
99.1 |
|
|
Press Release dated December 21, 2010 |
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.
|
|
|
|
|
|
CALGON CARBON CORPORATION
(Registrant)
|
|
Date: December 22, 2010 |
/s/ Richard D. Rose
|
|
|
(Signature) |
|
|
Richard D. Rose
Vice President, General Counsel and Secretary |
|
|