8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported event): July 22, 2015

NORANDA ALUMINUM HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-34741	20-8908550
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
801 Crescent Centre Drive, Suite 600, Franklin, Tennessee 37067
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (615) 771-5700

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:

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 3.01.    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On July 22, 2015, Noranda Aluminum Holding Corporation (the “Company”) received written notice from NYSE Regulation, Inc. that the Company was not in compliance with one of the continued listing standards of the New York Stock Exchange (the “NYSE”).  Under applicable listing standards, a listed company will be considered to be below compliance standards if the average closing price of the listed company’s common stock is less than $1.00 per share over a consecutive 30-trading-day-period.

The Company can regain compliance at any time during a six-month cure period if (i) on the last trading day of any calendar month during the cure period, the closing price per share of the Company’s common stock is at least $1.00 and (ii) the average closing price per share of the Company’s common stock is at least $1.00 over the 30 trading-day period ending on the last trading day of that month.   The Company plans to notify the NYSE within 10 business days of receipt of the notice that it intends to cure the deficiency. In this regard and as previously announced, the Company plans to seek stockholder approval at a special meeting of stockholders of a 1-for-7 reverse stock split. The special meeting will be held on August 24, 2015, and all stockholders of record as of the close of business on July 24, 2015 will be entitled to notice of and to vote at the special meeting.

On July 28, 2015, the Company issued a press release with regard to its receipt of the notice from NYSE, as well its intention to remedy the noncompliance by effecting the 1-for-7 reverse stock split. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits

Exhibit

NumberDescription

99.1    Press release, dated July 28, 2015

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.

NORANDA ALUMINUM HOLDING CORPORATION
Date:	July 28, 2015
By:	/s/ Gail E. Lehman
	Gail E. Lehman
	Chief Administrative Officer, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit

NumberDescription

99.1    Press release, dated July 28, 2015

EX-99.1

Exhibit 99.1

Noranda Announces Special Meeting to Seek Stockholder Approval of Reverse Stock Split, Receives Continued Listing Standard Notice from NYSE

Franklin, Tennessee – July 28, 2015 – Noranda Aluminum Holding Corporation (NYSE: NOR) ("Noranda" or the "Company") announced today that it has received written notice from the New York Stock Exchange (NYSE) that the Company is not in compliance with one of the NYSE's continued listing standards because the average closing price of its common stock was less than $1.00 per share over a 30 consecutive trading day period.

The Company also announced today that it has set August 24, 2015 as the date it will hold a special meeting of stockholders to seek approval of an amendment to its amended and restated certificate of incorporation that would effect a previously announced proposal for a 1-for-7 reverse stock split of its common stock (the "reverse stock split") and a similar reduction in the number of authorized shares of its common stock. Proxy materials regarding the special meeting were filed today with the Securities and Exchange Commission (the "SEC") and will be disseminated to stockholders. All stockholders of record as of the close of business on July 24, 2015 will be entitled to notice of and to vote at the special meeting.

In accordance with NYSE rules, the Company can regain compliance with the NYSE continued listing requirements if, as of the last trading day of any calendar month during the six month period following the Company’s receipt of the notice on July 22, 2015, the closing price per share and 30 trading-day average closing price per share of the Company’s common stock is at least $1.00. During this six-month period, Noranda’s common stock will continue to be traded on the NYSE, subject to compliance with other continued listing requirements. The Company anticipates that, if approved by stockholders and when completed, the effects of the reverse stock split will be sufficient for the Company to regain compliance with the NYSE continued listing requirement.

The NYSE notification does not affect the company’s business operations or its SEC reporting requirements, and does not conflict with, or cause, an event of default under any of the company’s material debt or other agreements.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including our anticipation that, if approved by stockholders and when completed, the reverse stock split will enable the Company to regain compliance with the NYSE continued listing requirement. Forward-looking statements are statements about future, not past, events and involve certain important risks and uncertainties, any of which could cause the Company’s actual results to differ materially from those expressed in forward-looking statements, including, without limitation, unanticipated adjournments or postponements of the special meeting, the failure of stockholders to approve the proposed reverse stock split, and the failure of our stock price to attain the necessary level to regain compliance due to, among other things, our financial results, market conditions and the market perception of our business.

Forward-looking statements contain words such as “believes,” “expects,” “will,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to Noranda’s strategy, plans or intentions. Noranda undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise except as otherwise required by law. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made and which reflect management’s current estimates, projections, expectations or beliefs.

For a discussion of additional risks and uncertainties that may affect the future results of Noranda, please see the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q.

About the Company

Noranda Aluminum Holding Corporation is a leading North American integrated producer of value-added primary aluminum products, as well as high quality rolled aluminum coils.

Contact Information

John A. Parker
Vice President of Communication and Investor Relations
(615) 771-5734
john.parker@noralinc.com