-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MI9efx2G7Cty/VEIQSP+ATF52CpB6mhb3iEBPPKPgdPY+jwZ283lOhM0QlYhMBjd dn9KYYGwLrVAnJ7YjnWyBA== 0000950123-96-003359.txt : 19960701 0000950123-96-003359.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950123-96-003359 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960628 EFFECTIVENESS DATE: 19960717 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY ALUMINUM CO CENTRAL INDEX KEY: 0000949157 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 133070826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07239 FILM NUMBER: 96588791 BUSINESS ADDRESS: STREET 1: RTE 2 S CITY: RAVENSWOOD STATE: WV ZIP: 26164 BUSINESS PHONE: 3042736000 MAIL ADDRESS: STREET 1: RT 2 SOUTH WILLOW GROVE ROAD CITY: RAVENSWOOD STATE: WV ZIP: 26164 S-8 1 CENTURY ALUMINUM COMPANY 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1996 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ CENTURY ALUMINUM COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 13-3070826 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1200 PIEDMONT AVENUE 93950 P.O. BOX 51130 (Zip Code) PACIFIC GROVE, CALIFORNIA (Address of principal executive offices)
_____________________________________________ RAVENSWOOD ALUMINUM CORPORATION SALARIED EMPLOYEE DEFINED CONTRIBUTION RETIREMENT PLAN (FULL TITLE OF THE PLAN) GERALD A. MEYERS 1200 PIEDMONT AVENUE P.O. BOX 51130 PACIFIC GROVE, CA 93950 (NAME AND ADDRESS OF AGENT FOR SERVICE) TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (408) 657-1280 _____________________________________ CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Maximum Title of Securities to be Amount to be Offering Price Aggregate Amount of Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee Common Stock, $.01 par 100,000 Shares $15.68 $1,568,000 $540.68 value...
1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. 2) Estimated solely for the purpose of computing the registration fee, based on the average of the high and low prices for the Common Stock as reported on the Nasdaq National Market System on June 27, 1996. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in the instructions to Part I of Form S-8 will be sent or given to participants in the Ravenswood Aluminum Corporation Salaried Employee Defined Contribution Retirement Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act") and is not being filed with or included in the Form S-8 in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated herein by reference: (a) The Company's Final Prospectus, dated March 28, 1996. (b) The Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 1996 (File No. 0-27918). (c) The description of the Company's Common Stock incorporated by reference in Company's Registration Statement on Form 8-A (File No. 0-27918), dated March 4, 1996. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and shall be deemed to be a part hereof, from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pursuant to Section 102(b)(7) of the Delaware General Corporation Law, as amended, (the "DGCL"), the Restated Certificate of Incorporation of the Company eliminates the liability of the Company's directors to the Company or its stockholders, except for liabilities related to breach of duty of loyalty, actions not in good faith or which involve intentional misconduct or a knowing violation of law and certain other liabilities. Section 145 of the DGCL provides that a corporation may indemnify any person, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, for criminal proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually or reasonably incurred. The Amended and Restated Bylaws of the Company provide for indemnification of the officers and directors to the fullest extent permitted by the DGCL. In addition, the Company maintains officers' and directors' liability insurance which insures against liabilities that officers and directors of the Company may incur in such capacities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Index to Exhibits. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; 4 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pacific Grove, State of California, on the 28th day of June, 1996. Century Aluminum Company By:/s/ Gerald A. Meyers --------------------- Name: Gerald A. Meyers Title:President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE --------- ----- ---- /s/ Craig A. Davis Chairman, Chief Executive June 28, 1996 - ------------------------------------ Officer and Director Craig A. Davis /s/ William R. Hampshire Vice-Chairman and Director June 28, 1996 - ------------------------------------ William R. Hampshire /s/ Gerald A. Meyers President, Chief Operating June 28, 1996 - ------------------------------------ Officer and Director Gerald A. Meyers /s/ David W. Beckley Executive Vice President June 28, 1996 - ------------------------------------ and Chief Financial Officer David W. Beckley (Principal Financial Officer and Principal Accounting Officer) /s/ Roman A. Bninski Director June 28, 1996 - ------------------------------------ Roman A. Bninski Director June 28, 1996 - ------------------------------------ John C. Fontaine /s/ Willy R. Strothotte Director June 28, 1996 - ------------------------------------ Willy R. Strothotte
6 Pursuant to the requirements of the Securities Act of 1933, as amended, the Plan administrator has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Pacific Grove, State of California on the 28th day of June, 1996. Ravenswood Alminum Corporation Salaried Employee Defined Contribution Retirement Plan By: Retirement Committee of Ravenswood Aluminum Corporation Salaried Employee Defined Contribution Retirement Plan By: /s/ Gerald A. Meyers ------------------------- Name: Gerald A. Meyers Title: President and Chief Operating Officer 7 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - ------- ----------------------- 4.1 Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1, as amended (File No. 33-95486). 4.2 Amended and Restated By Laws of the Registrant (Incorporated by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form S-1, as amended (File No. 33-95486). 5.1 Internal Revenue Service determination letter that the Plan is qualified under Section 401(k) of the Internal Revenue Code. 5.2 Opinion of Curtis, Mallet-Prevost, Colt & Mosle. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Curtis, Mallet-Prevost, Colt & Mosle (included in Exhibit 5.2).
EX-5.1 2 INTERNAL REVENUE SERVICE DETERMINATION LETTER 1 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P.O. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number: Date: JUL 28 1993 55-0686448 File Folder Number: RAVENSWOOD ALUMINUM CORPORATION 550007225 C/O ELLIOT N DINKIN Person to Contact: PRICE WATERHOUSE MILO ATLAS 600 GRANT ST Contact Telephone Number: PITTSBURGH, PA 15219 (513) 684-3241 Plan Name: SALARIED EMPLOYEES D C RETIREMENT PLAN Plan Number: 004 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review that status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination letter is applicable for the plan adopted on May 4, 1989. This letter is based upon the certification and demonstrations you submitted pursuant to Revenue Procedure 91-66. Therefore, the certification and demonstrations are considered an integral part of this letter. Accordingly, YOU MUST KEEP A COPY OF THESE DOCUMENTS AS A PERMANENT RECORD OR YOU WILL NOT BE ABLE TO RELY ON THE ISSUES DESCRIBED IN REVENUE PROCEDURE 91-66. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. Letter 835(DO/CG) 2 -2- RAVENSWOOD ALUMINUM CORPORATION If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Robert T. Johnson Robert T. Johnson District Director Enclosures: Publication 794 PWBA 515 Addendum 3 -3- RAVENSWOOD ALUMINUM CORPORATION This determination is conditioned upon your adoption of the proposed restated plan as submitted with your or your representative's letter dated June 18, 1993. The proposed plan should be adopted on or beofre the date prescribed by the regulations under Code section 401(b). EX-5.2 3 OPINION 1 Curtis, Mallet-Prevost, Colt & Mosle 101 Park Avenue New York, New York 10178-0061 June 28, 1996 Century Aluminum Company 1200 Piedmont Avenue P.O. Box 51130 Pacific Grove, CA 93950 Gentlemen: We have acted as special counsel for Century Aluminum Company, a Delaware corporation (the "Company"), with respect to the proposed registration and sale by the Company of (i) an indeterminate amount of interests in the Ravenswood Aluminum Corporation Salaried Employee Defined Contribution Retirement Plan, as amended (the "Plan"); and (ii) up to an additional 100,000 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), which may be issued in accordance with the Plan and which are covered by a Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. In connection therewith, we have examined the Restated Certificate of Incorporation, the Amended and Restated By- laws and minute books of the Company, the Registration Statement and all exhibits thereto, and such other documents as we have considered necessary. Based upon such examination, it is our opinion that the shares of Common Stock proposed to be issued or sold by the Company, when issued or sold pursuant to the Plan and the resolutions of the Board of Directors of the Company (and the Retirement Committee thereof) authorizing the same, will be legally issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. We are giving this opinion to the Company, and no person other than the Company may rely upon it. Very truly yours, /s/ Curtis, Mallet-Prevost, Colt & Mosle Curtis, Mallet-Prevost, Colt & Mosle EX-23.1 4 CONSENT 1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Century Aluminum Company on Form S-8 for the Ravenswood Aluminum Corporation Salaried Employee Defined Contribution Retirement Plan of our reports dated February 19, 1996, on the consolidated financial statements of Century Aluminum Company and subsidiaries as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995 appearing in Amendment No. 4 to Registration Statement No. 33-95486 of Century Aluminum Company on Form S-1. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Charleston, West Virginia June 28, 1996 -----END PRIVACY-ENHANCED MESSAGE-----