UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 15F
 
CERTIFICATION OF A FOREIGN PRIVATE ISSUER'S TERMINATION OF
REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF
THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number 001-14398

SGL CARBON AKTIENGESELLSCHAFT
(Exact name of registrant as specified in its charter)

Rheingaustrasse 182, D-65203 Wiesbaden, Germany +49-611 6029-0
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Ordinary Bearer Shares, No Par Value
(Title of each class of securities covered by this Form)

Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
 
Rule 12h-6(a) x
 
Rule 12h-6(d) o
(for equity securities)
 
(for successor registrants)
Rule 12h-6(c) o
 
Rule 12h-6(i) o
(for debt securities)
 
(for prior Form 15 filers)
 
 

PART I


Item 1.  Exchange Act Reporting History

A.
SGL Carbon Aktiengesellschaft (“SGL”) first incurred the duty to file reports under section 13(a) and section 15(d) of the Exchange Act of 1934 (the “Exchange Act”) in June 1996, when its Registration Statement on Form F-1 was declared effective by the Securities and Exchange Commission (the “SEC”). This registration related to the offering by SGL’s then principal shareholder, Hoechst AG, of ordinary shares of SGL in the form of American Depositary Shares (“ADSs”). SGL’s ADSs were listed on the New York Stock Exchange on June 5, 1996.
 
 
 
 
 
B.
During the 12-month period preceding the filing of this Form 15F, SGL has filed or submitted all reports required under Exchange Act section 13(a) or section 15(d) and corresponding SEC rules, including the filing of its annual report on Form 20-F for the fiscal year ended December 31, 2006 which was filed on June 27, 2007, as amended on June 28, 2007.


Item 2.  Recent United States Market Activity

SGL last sold securities in the United States in a registered offering under the Securities Act of 1933 (other than in offerings to its employees, as that term is defined in Form S-8) in June 1996, as described in Item 1, above.

SGL registered securities on a registration statement on Form S-8 (SEC File No. 333-104610). Prior to filing this Form 15F, SGL filed a post-effective amendment to terminate the registration of unsold securities under this registration statement.


Item 3.  Foreign Listing and Primary Trading Market

A.
SGL maintains a listing of its ordinary shares on the Frankfurt Stock Exchange in Germany, its integrated electronic securities trading system XETRA, and the following other regional German stock exchanges: Hamburg, Stuttgart, Düsseldorf, Munich, Berlin and Bremen.  Germany constitutes the primary trading market for SGL’s ordinary shares.

B.
SGL’s ordinary shares were initially listed on the Frankfurt Stock Exchange in April 1995, and this listing has been maintained continuously since then.  Therefore the company has maintained a listing of the ordinary shares on the Frankfurt Stock Exchange for at least the 12 months preceding the filing of this form.

C.
During the 12-month period beginning June 1, 2007 and ending May 31, 2008, 98.92% of trading in SGL’s ordinary shares occurred in Germany.


Item 4.  Comparative Trading Volume Data

A.
The first and last days of the recent 12-month period used to meet the requirements of Rule 12h-6(a)(4)(i) are June 1, 2007 and May 31, 2008, respectively.

B.
During the 12-month period from June 1, 2007 to May 31, 2008, the average daily trading volume (“ADTV”) of SGL’s ordinary shares (including those represented by ADSs) in the United States was 11,264 and on a worldwide basis was 1,045,209.

C.
During the 12-month period from June 1, 2007 to May 31, 2008, the ADTV of SGL’s ordinary shares (including those represented by ADSs) in the United States was 1.08% of the ADTV of SGL’s ordinary shares (including those represented by ADSs) on a worldwide basis.

D.
SGL filed Form 25 to apply for the delisting of its ordinary shares and ADSs from the New York Stock Exchange on June 13, 2007. Pursuant to Rule 12d2-2(d)(1), the application for delisting of the ordinary shares and ADSs took effect on June 23, 2007. For the preceding 12-month period, June 23, 2006 to June 22, 2007, the ADTV of SGL’s ordinary shares (including those represented by ADSs) in the United States was 5.52% of the ADTV of SGL’s ordinary shares (including those represented by ADSs) on a
 
 
 
 
 
 
worldwide basis. The delisting of SGL’s ordinary shares and ADSs took effect more than 12 months prior to the date of the filing of this Form 15-F, as required by Rule 12h-6(b)(1).
 
E.
SGL terminated its ADR facility with effect from June 25, 2007. For the preceding 12-month period, June 26, 2006 to June 25, 2007, the ADTV of SGL’s ordinary shares (including those represented by ADSs) in the United States was 5.54% of the ADTV of SGL’s ordinary shares (including those represented by ADSs) on a worldwide basis. The termination of SGL’s ADR facility took effect more than 12 months prior to the date of the filing of this Form 15-F, as required by Rule 12h-6(b)(2).

F.
SGL used Bloomberg as the source of trading volume of its ordinary shares and ADRs to determine whether it meets the requirements of Rule 12h-6.


Item 5. Alternative Record Holder Information

Not applicable


Item 6. Debt Securities

Not applicable


Item 7 Notice Requirement

A.
SGL published a press release on June 26, 2008 that discloses its intent to terminate its section 13(a) or 15(d) reporting obligations. A copy of the notice is attached hereto as Exhibit 1.

B.
The press release was published on SGL’s website, www.sglcarbon.com, and was distributed in the United States on the PR Newswire service.


Item 8. Prior Form 15 Filers

Not applicable



PART II


The Company will publish the information required by Rule 12g3-2(b)(1)(iii) on its Internet Web site at www.sglcarbon.com.

 
 

 

 
 
 

PART III


Item 10. Exhibits

The press release that discloses SGL’s intent to terminate its section 13(a) or 15(d) reporting obligations is attached as Exhibit 1.

Item 11. Undertakings

The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:

(1)
The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);
(2)
Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
(3)
It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.
 
 
 
 
 
 
 
 
 
 

 
 
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, SGL Carbon Aktiengesellschaft has duly authorized the undersigned persons to sign on its behalf this certification on Form 15F. In so doing, SGL Carbon Aktiengesellschaft certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.

 
 
 
SGL Carbon Aktiengesellschaft
 
     
Dated: June 26, 2008
By: /s/ Robert J. Koehler
 
 
Name: Robert J. Koehler
 
 
Title:   Chief Executive Officer
 
     
     
 
By: /s/ Sten Daugaard
 
 
Name: Sten Daugaard
 
 
Title:   Chief Financial Officer
 

 
 
 
 
 
 

 

Exhibit 1

26 June 2008
 
SGL Carbon AG deregisters and terminates its US Exchange Act reporting obligations
 
Wiesbaden , June 26, 2008. The SGL Group – The Carbon Company (tickers: Germany – SGL GR, SGL GY) – today announces its intention to terminate its duty to file reports under section 13(a) or 15(d) of the US Securities Exchange Act of 1934 and, accordingly, to file Form 15F with the Securities and Exchange Commission (the SEC) today.
 
This is the last stage in the process begun in 2007.   SGL Group voluntarily delisted its American Depositary Receipts (ADRs) from the New York Stock Exchange, with the last day of trading on June 22, 2007. SGL Group also terminated its ADR program effective June 25, 2007 .  In accordance with the SEC rules, which became effective on June 4, 2007, 12 months have elapsed since delisting and termination of the ADR program and US average daily trading volume in its shares over a recent 12-month period is less than 5% of worldwide trading volumes.  SGL Group has therefore now met the criteria for deregistration.
 
Upon the filing of Form 15F, SGL Group’s reporting obligations under the US Exchange Act will be immediately suspended.  The deregistration will be effective 90 days after the filing, unless the Form 15F is withdrawn by SGL Group prior to its effectiveness , or the SEC objects to the Form 15F within the 90 day period. SGL Group reserves the right to delay or withdraw for any reason the filing of the Form 15F prior to its effectiveness .
 
 
 
About SGL Group – The Carbon Company
The SGL Group is one of the world’s leading manufacturers of carbon-based products. It has a comprehensive portfolio ranging from carbon and graphite products to carbon fibers and composites. SGL Group’s core competencies are its expertise in high-temperature technology as well as its applications and engineering know-how gained over many years. These competencies enable the Company to make full use of its broad material base. SGL Group’s carbon-based materials combine several unique properties such as electrical and thermal conductivity, heat and corrosion resistance as well as high mechanical strength combined with low weight. Due to the paradigm shift in the use of materials as a result of the worldwide shortage of energy and raw materials, there is a growing demand for SGL Group’s high-performance materials and products from an increasing number of industries. Carbon and graphite products are used whenever other materials such as steel, aluminum, copper, plastics, wood etc. fail due to their limited properties. Products from the SGL Group are used predominantly in the steel, aluminum, automotive, chemical and glass/ceramics industries. However, manufacturers in the semiconductor, battery, solar/wind energy, environmental protection, aerospace and defense industries as well as in the nuclear energy industry also figure among the Company’s customers.
With 38 production sites in Europe, North America and Asia as well as a service network covering more than 100 countries, the SGL Group is a company with a global presence. In 2007, the Company’s workforce of around 5,900 generated sales of € 1.4 billion. The Company’s head office is located in Wiesbaden/Germany.
 
Important note:
This press release contains statements on future developments that are based on currently available information and that involve risks and uncertainties that could lead to actual results deviating from these forward-looking statements. The statements on future developments are not to be understood as guarantees. The future developments and events are dependent on a number of factors, they include various risks and unanticipated circumstances and are based on assumptions that may not be correct. These risks and uncertainties include, for example, unforeseeable changes in political, economic and business conditions, particularly in the area of electrosteel production, the competitive situation, interest rate and currency developments, technological developments and other risks and unanticipated circumstances. We see other risks in price developments, unexpected developments relating to acquired and consolidated
 

 
 
 
 
companies and in the ongoing cost optimization programs. SGL Group does not intend to update these forward-looking statements.
 
Press Contact:
Corporate Communications / Press Office / Tino Fritsch
Tel.: +49 (0)611 60 29-105 / Fax: +49 (0)611 60 29-101 Mobile: +49 (0)170 540 2667
E-mail: tino.fritsch@sglcarbon.de / Website: www.sglcarbon.de