8-K

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)
February 12, 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)

Registrant’s 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

In 2002, the Company and Mitsubishi Chemical Corporation, a Japanese company (“MCC”) entered into a Joint Venture Agreement and formed Calgon Mitsubishi Chemical Corporation, a Japanese company (“CMCC”) pursuant to which MCC acquired 51% of the equity interest in CMCC and the Company acquired the remaining 49%. On February 12, 2010, the Company announced that it entered into that certain Redemption, Asset Transfer and Contribution Agreement among the Company, MCC and CMCC whereby CMCC will acquire and redeem from MCC its 51% ownership interest in two stages (the “Agreement”). The Company will first increase its ownership interest in CMCC to 80% which is expected to occur by March 31, 2010 (the “First Redemption”) and then acquire the remaining 20% interest in CMCC on or about March 31, 2011. Immediately following the First Redemption, CMCC will be renamed to Calgon Carbon Japan. CMCC will also acquire certain intellectual property assets from MCC which are currently licensed to CMCC.

The total purchase price of the MCC shares, subject to adjustment for changes in net asset value, is approximately ¥951,000,000 ($10.6 million). Of the total, ¥722,810,146 will be paid at the closing on March 31, 2010, and ¥228,189,854 will be paid in March 2011. The Company will also assume MCC’s share of CMCC’s debt which is estimated to be ¥714,000,000 ($7.9 million).

The foregoing is a summary of the material terms and conditions of the Agreement and not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Agreement which will be attached as an exhibit to Form 10-K for the fiscal year ended December 31, 2009. The Company’s 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 and General Instruction B2 to this Form 8-K:

Exhibit No.	Description
99.1	Press Release dated February 12, 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: February 17, 2010	/s/ Richard D. Rose
	(Signature)
	Richard D. Rose Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Calgon Carbon To Acquire Japanese Joint Venture

PITTSBURGH, PA — February 12, 2010 — Calgon Carbon Corporation (NYSE: CCC) announced today that it has signed a definitive agreement to acquire the shares of Calgon Mitsubishi Chemical Corporation (“CMCC”) which it does not currently own. CMCC is a joint venture between Calgon Carbon Corporation and Mitsubishi Chemical Corporation (“MCC”). In 2008, CMCC recorded sales of approximately ¥6.8 billion ($67 million).

Under the terms of the definitive agreement, Calgon Carbon will increase its current 49% ownership interest in CMCC to 80% at the closing, which is currently expected to occur on March 31, 2010. At closing, the company will be renamed Calgon Carbon Japan (“CCJ”). Calgon Carbon will acquire the remaining 20% interest in CMCC on or about March 31, 2011.

The total purchase price of the MCC shares, subject to adjustment for changes in net asset value, is ¥951,000,000 (approximately $10.6 million). Of the total, ¥722,810,146 will be paid at the closing on March 31, 2010, and ¥228,189,854 will be paid in March 2011. Calgon Carbon will also assume MCC’s share of CMCC’s debt which is estimated to be ¥714,000,000 ($7.9 million). The closing is subject to certain conditions typically associated with this type of transaction.

CMCC provides a full-range of outsourced activated carbon products to the Japanese market, including coal-based, granular activated carbon produced at Calgon Carbon’s manufacturing facilities in the U.S. and China. Although by country Japan ranks second worldwide in the consumption of activated carbon, no coal-based activated carbon is currently manufactured there.

CMCC also produces and sells reactivated carbon in Japan, and included in the purchase price is a reactivation facility in Fukui, Fukui Prefecture, which is currently owned and operated by the joint venture company.

Commenting on the announcement, Leroy M. Ball, Calgon Carbon’s chief financial officer, who has served on the joint venture’s board of directors since its formation, said, “We are very excited about the opportunity to obtain sole ownership of a profitable business in a major geographical market with which we have had first-hand operating experience. And equally important, we expect to retain the majority of the workforce and leverage their experience to complement our existing Asian organization.”

John S. Stanik, Calgon Carbon’s president and chief executive officer added, “This is an important acquisition for our company. It represents a major step in implementing our strategic initiative to increase Calgon Carbon’s presence in Asia, and significantly strengthens our core capability in that region.”

“We expect the acquisition to be immediately accretive. However, our goals are to increase sales and profitability by introducing activated carbon products and services in Japan that are already well established throughout the world.”

Calgon Carbon Corporation, headquartered in Pittsburgh, Pennsylvania, is a global leader in services and solutions for making water and air safer and cleaner.

This news release contains historical information and forward-looking statements. Forward-looking statements typically contain words such as “expect,” “believe,” “estimate,” “anticipate,” or similar words indicating that future outcomes are uncertain. Statements looking forward in time, including statements regarding future growth and profitability, price increases, cost savings, broader product lines, enhanced competitive posture and acquisitions, are included in the company’s most recent Annual Report pursuant to the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. They involve known and unknown risks and uncertainties that may cause the company’s actual results in future periods to be materially different from any future performance suggested herein. Further, the company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the company’s control. Some of the factors that could affect future performance of the company are higher energy and raw material costs, costs of imports and related tariffs, labor relations, capital and environmental requirements, changes in foreign currency exchange rates, borrowing restrictions, validity of patents and other intellectual property, and pension costs. In the context of the forward-looking information provided in this news release, please refer to the discussions of risk factors and other information detailed in, as well as the other information contained in the company’s most recent Annual Report.

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