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-