-----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, CwTvWm/0bgjf3IDAoiRzLuvO6g0lpbgWoO27Pl4/MnVfXWksWqUc42WwmKKH2UyW mfrv2f6k5VWUvYaREuBxAQ== 0000950123-01-504721.txt : 20010727 0000950123-01-504721.hdr.sgml : 20010727 ACCESSION NUMBER: 0000950123-01-504721 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010726 EFFECTIVENESS DATE: 20010726 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: SEC FILE NUMBER: 333-65924 FILM NUMBER: 1689917 BUSINESS ADDRESS: STREET 1: 2511 GARDEN ROAD STREET 2: BUILDING A SUITE 200 CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 3042736000 MAIL ADDRESS: STREET 1: 2511 GARDEN ROAD STREET 2: BUILDING A SUITE 200 CITY: MONTEREY STATE: CA ZIP: 93940 S-8 1 y51810s-8.txt CENTURY ALUMINUM COMPANY 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2001 REGISTRATION NO. 333- UNITED STATES 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 of (I.R.S. Employer Identification Incorporation or organization) No.) 2511 GARDEN ROAD 01238 BUILDING A, SUITE 200 (Zip code) MONTEREY, CALIFORNIA (Address of principal executive offices) CENTURY ALUMINUM COMPANY 1996 STOCK INCENTIVE PLAN (FULL TITLE OF THE PLAN) GERALD J. KITCHEN EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL, CHIEF ADMINISTRATIVE OFFICER AND SECRETARY CENTURY ALUMINUM COMPANY 2511 GARDEN ROAD BUILDING A, SUITE 200 MONTEREY, CALIFORNIA 01238 (NAME AND ADDRESS OF AGENT FOR SERVICE) (831) 642-9300 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Maximum Title of Securities to be Amount to be Offering Price Aggregate Amount of Registered Registered Per Share(1) Offering Price (1) Registration Fee Common Stock, $.01 par value.. 500,000 Shares $17.91 $8,955,000 $2,239
(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457, based on the average of the high and low prices for the Common Stock as reported on the Nasdaq National Market System on July 25, 2001. 2 INCORPORATION BY REFERENCE This Registration Statement on Form S-8 relates to the registration of additional shares reserved for issuance under the registrant's 1996 Stock Incentive Plan. Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 (Registration No. 333-15689) filed with the Securities and Exchange Commission and effective on November 6, 1996 are hereby incorporated by reference herein. -2- 3 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 Monterey, State of California, on the 26th day of July, 2001. Century Aluminum Company By: /s/ Gerald A. Meyers --------------------------- Name: Gerald A. Meyers Title: President, Chief Operating Officer and Director 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 July 26, 2001 - ------------------------------------ Officer and Director Craig A. Davis /s/ Gerald A. Meyers President, Chief Operating July 26, 2001 - ------------------------------------ Officer and Director Gerald A. Meyers /s/ David W. Beckley Executive Vice President and July 26, 2001 - ------------------------------------ Chief Financial Officer David W. Beckley /s/ E. Jack Gates Vice President, July 26, 2001 - ------------------------------------ Reduction Operations /s/ Daniel J. Krofcheck Vice President and Treasurer July 26, 2001 - ------------------------------------ Daniel J. Krofcheck /s/ Roman A. Bninski Director July 26, 2001 - ------------------------------------ Roman A. Bninski /s/ John C. Fontaine Director July 26, 2001 - ------------------------------------ John C. Fontaine /s/ William R. Hampshire Director July 26, 2001 - ------------------------------------ William R. Hampshire /s/ John P. O'Brien Director July 26, 2001 - ------------------------------------ John P. O'Brien /s/ Stuart M. Schreiber Director July 26, 2001 - ------------------------------------ Stuart M. Schreiber
-3- 4 INDEX TO EXHIBITS Exhibit No. Description of Exhibit ----------- ---------------------- 5 Opinion of Curtis, Mallet-Prevost, Colt & Mosle LLP 23.1 Consent of Deloitte & Touche LLP with respect to the incorporation by reference of their report on the financial statements of Century Aluminum Company. 23.2 Consent of Ernst & Young LLP with respect to the incorporation by reference of their report on the financial statements of NSA, Ltd. 23.3 Consent of Curtis, Mallet-Prevost, Colt & Mosle LLP (included in Exhibit 5) -4- EX-5 2 y51810ex5.txt OPINION: CURTIS, MALLET-PREVOST, COLT & MOSLE LLP 1 Exhibit 5 CURTIS, MALLET-PREVOST, COLT & MOSLE LLP July 26, 2001 Century Aluminum Company 2511 Garden Road Building A, Suite 200 Monterey, California 01238 Ladies and 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 an additional 500,000 shares of Common Stock issuable upon the exercise of options granted or to be granted under the Company's 1996 Stock Incentive Plan (the "Plan"), 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 herewith, we have examined the Restated Certificate of Incorporation and the Restated Bylaws 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 sold by the Company, when sold pursuant to the Plan and the resolutions of the Board of Directors of the Company (and the Compensation Committee thereof) authorizing the same, will be legally issued, fully paid and nonassessable. In rendering this opinion, we have assumed that the exercise price of the options will not be less than the par value of the shares subject thereto. 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 LLP -------------------------------------------- Curtis, Mallet-Prevost, Colt & Mosle LLP EX-23.1 3 y51810ex23-1.txt CONSENT OF DELOITTE & TOUCHE LLP 1 Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Century Aluminum Company and its subsidiaries on Form S-8 for the Century Aluminum Company 1996 Stock Incentive Plan of our reports dated February 16, 2001, appearing in the Annual Report on Form 10-K for Century Aluminum Company and its subsidiaries for the year ended December 31, 2000. DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania July 26, 2001 EX-23.2 4 y51810ex23-2.txt CONSENT OF ERNST & YOUNG LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Century Aluminum Company on Form S-8 for the Century Aluminum Company 1996 Stock Incentive Plan of our report dated January 23, 2001, with respect to the financial statements of NSA, Ltd. for the years ended December 31, 1998, 1999, and 2000 appearing in Amendment No. 1 to the Current Report on Form 8-K/A dated May 11, 2001 of Century Aluminum Company. /s/ Ernst & Young LLP Atlanta, Georgia July 24, 2001 -----END PRIVACY-ENHANCED MESSAGE-----