-----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, UqFr7tmq0IdYCLdcJMdKOLyG1DWaNzls02maXCZ9jOYP485rSGJOo76t50U6Dpqt jBWiksHGef15Fq8tn7mtjw== 0000950123-05-013665.txt : 20051115 0000950123-05-013665.hdr.sgml : 20051115 20051114212949 ACCESSION NUMBER: 0000950123-05-013665 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051115 DATE AS OF CHANGE: 20051114 EFFECTIVENESS DATE: 20051115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY ALUMINUM CO CENTRAL INDEX KEY: 0000949157 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 133070826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-129698 FILM NUMBER: 051204378 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 y14765asv8.txt FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2005 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 No.) Incorporation or organization) 2511 GARDEN ROAD 93940 BUILDING A, SUITE 200 (Zip code) MONTEREY, CALIFORNIA (Address of principal executive offices) ------------------------- CENTURY ALUMINUM COMPANY AMENDED AND RESTATED 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 93940 (NAME AND ADDRESS OF AGENT FOR SERVICE) --------------------------------------- CALCULATION OF REGISTRATION FEE
=============================================================================================================== Proposed Proposed Title of Each Maximum Maximum Class 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..... 3,000,000 Shares $ 19.25 $ 57,750,000 $ 6,797.18 ===============================================================================================================
(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 November 7, 2005. ================================================================================ INCORPORATION BY REFERENCE This Registration Statement on Form S-8 relates to the registration of additional shares reserved for issuance under the registrant's Amended and Restated 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 declared effective on November 6, 1996 are incorporated by reference herein. -2- 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 14th day of November, 2005. CENTURY ALUMINUM COMPANY By: /s/ David W. Beckley ----------------------------------- Name: David W. Beckley Title: Executive Vice President and Chief Financial 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 - -------------------------------------- -------------------------------------------- ----------------- Chairman and Chief Executive Officer /s/ Craig A. Davis (Principal Executive Officer) November 14, 2005 - ----------------------------- Craig A. Davis /s/ David W. Beckley Executive Vice President and November 14, 2005 - ----------------------------- Chief Financial Officer (Principal Financial David W. Beckley Officer and Principal Accounting Officer) * Director November 14, 2005 - ----------------------------- Roman A. Bninski * Director November 14, 2005 - ----------------------------- John C. Fontaine * Director November 14, 2005 - ----------------------------- Robert E. Fishman * Director November 14, 2005 - ----------------------------- John P. O'Brien * Director November 14, 2005 - ----------------------------- Stuart M. Schreiber * Director November 14, 2005 - ----------------------------- Willy R. Strothotte
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SIGNATURE TITLE DATE - -------------------------------------- -------------------------------------------- ----------------- * Director November 14, 2005 - ----------------------------- Jack E. Thompson * By: /s/ Peter C. McGuire - ------------------------------------- Peter C. McGuire, as Attorney-in-Fact
-4- INDEX TO EXHIBITS
Exhibit No. Description of Exhibit - ---------- ----------------------------------------------------------------------------- 5.1 Opinion of Curtis, Mallet-Prevost, Colt & Mosle LLP 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Curtis, Mallet-Prevost, Colt & Mosle LLP (included in Exhibit 5.1) 24.1 Powers of Attorney
-5- EX-5.1 2 y14765aexv5w1.txt OPINION OF CURTIS, MALLET-PREVOST, COLT & MOSLE LLP Curtis, Mallet-Prevost, Colt & Mosle llp Attorneys and Counsellors at Law Frankfurt Muscat 101 Park Avenue Telephone 212-696-6000 Houston Paris New York, New York 10178-0061 Facsimile 212-697-1559 London Stamford Voice Mail 212-696-6028 Mexico City Washington, E-Mail info@cm-p.com D.C. Internet www.cm-p.com Milan November 14, 2005 Century Aluminum Company 2511 Garden Road Building A, Suite 200 Monterey, California 93940 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 3,000,000 shares of the Company's common stock ("Common Stock") issuable upon the exercise of options granted or to be granted under the Company's Amended and Restated 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 Amended and 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 validly 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. This opinion is limited to questions arising under the laws of the General Corporation Law of the State of Delaware, including applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting those laws, and we express no opinion as to the laws of any other jurisdiction. Curtis, Mallet-Prevost, Colt & Mosle LLP Attorneys and Counsellors at Law Page 2 November 14, 2005 We hereby consent to the use of the foregoing opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Curtis, Mallet-Prevost, Colt & Mosle LLP EX-23.1 3 y14765aexv23w1.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the financial statements and financial statement schedule of Century Aluminum Company and management's report on the effectiveness of internal control over financial reporting dated March 11, 2005, which report on the financial statements expresses an unqualified opinion and includes an explanatory paragraph as to the adoption of Statement of Financial Accounting Standards No. 143 "Accounting for Asset Retirement Obligations," appearing in the Annual Report on Form 10-K of Century Aluminum Company for the year ended December 31, 2004. /s/ Deloitte & Touche LLP Pittsburgh, PA November 10, 2005 EX-24.1 4 y14765aexv24w1.txt POWERS OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY I hereby constitute and appoint Gerald J. Kitchen and Peter C. McGuire, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf an amendment to each of the following Registration Statements: (i) Form S-8 for the Century Aluminum Company Amended and Restated 1996 Stock Incentive Plan, SEC File No. 333-15689 (the "Incentive Plan S-8"); (ii) Form S-8 for the Century Aluminum of West Virginia, Inc./United Steelworkers of America Savings Plan (formerly, the Ravenswood Aluminum Corporation/United Steelworkers of America Savings Plan), SEC File No. 333-28827 (the "Savings Plan S-8"); and (iii) Form S-8 for the Century Aluminum 401(k) Plan (formerly, the Ravenswood Aluminum Corporation Salaried Employee Defined Contribution Retirement Plan), SEC File No. 333-07239 (the "401(k) Plan S-8" together with the Incentive Plan S-8 and the Savings Plan S-8, the "Amended Registration Statements"), and to file such Amended Registration Statements, together with any exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission and any other appropriate agency pursuant to applicable laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of October, 2005. /s/ Roman A. Bninski ---------------------------------- Name: Roman A. Bninski Director, Century Aluminum Company POWER OF ATTORNEY I hereby constitute and appoint Gerald J. Kitchen and Peter C. McGuire, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf an amendment to each of the following Registration Statements: (i) Form S-8 for the Century Aluminum Company Amended and Restated 1996 Stock Incentive Plan, SEC File No. 333-15689 (the "Incentive Plan S-8"); (ii) Form S-8 for the Century Aluminum of West Virginia, Inc./United Steelworkers of America Savings Plan (formerly, the Ravenswood Aluminum Corporation/United Steelworkers of America Savings Plan), SEC File No. 333-28827 (the "Savings Plan S-8"); and (iii) Form S-8 for the Century Aluminum 401(k) Plan (formerly, the Ravenswood Aluminum Corporation Salaried Employee Defined Contribution Retirement Plan), SEC File No. 333-07239 (the "401(k) Plan S-8" together with the Incentive Plan S-8 and the Savings Plan S-8, the "Amended Registration Statements"), and to file such Amended Registration Statements, together with any exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission and any other appropriate agency pursuant to applicable laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of October, 2005. /s/ Robert E. Fishman ---------------------------------- Name: Robert E. Fishman Director, Century Aluminum Company POWER OF ATTORNEY I hereby constitute and appoint Gerald J. Kitchen and Peter C. McGuire, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf an amendment to each of the following Registration Statements: (i) Form S-8 for the Century Aluminum Company Amended and Restated 1996 Stock Incentive Plan, SEC File No. 333-15689 (the "Incentive Plan S-8"); (ii) Form S-8 for the Century Aluminum of West Virginia, Inc./United Steelworkers of America Savings Plan (formerly, the Ravenswood Aluminum Corporation/United Steelworkers of America Savings Plan), SEC File No. 333-28827 (the "Savings Plan S-8"); and (iii) Form S-8 for the Century Aluminum 401(k) Plan (formerly, the Ravenswood Aluminum Corporation Salaried Employee Defined Contribution Retirement Plan), SEC File No. 333-07239 (the "401(k) Plan S-8" together with the Incentive Plan S-8 and the Savings Plan S-8, the "Amended Registration Statements"), and to file such Amended Registration Statements, together with any exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission and any other appropriate agency pursuant to applicable laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of October, 2005. /s/ John C. Fontaine ---------------------------------- Name: John C. Fontaine Director, Century Aluminum Company POWER OF ATTORNEY I hereby constitute and appoint Gerald J. Kitchen and Peter C. McGuire, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf an amendment to each of the following Registration Statements: (i) Form S-8 for the Century Aluminum Company Amended and Restated 1996 Stock Incentive Plan, SEC File No. 333-15689 (the "Incentive Plan S-8"); (ii) Form S-8 for the Century Aluminum of West Virginia, Inc./United Steelworkers of America Savings Plan (formerly, the Ravenswood Aluminum Corporation/United Steelworkers of America Savings Plan), SEC File No. 333-28827 (the "Savings Plan S-8"); and (iii) Form S-8 for the Century Aluminum 401(k) Plan (formerly, the Ravenswood Aluminum Corporation Salaried Employee Defined Contribution Retirement Plan), SEC File No. 333-07239 (the "401(k) Plan S-8" together with the Incentive Plan S-8 and the Savings Plan S-8, the "Amended Registration Statements"), and to file such Amended Registration Statements, together with any exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission and any other appropriate agency pursuant to applicable laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of October, 2005. /s/ John P. O'Brien ---------------------------------- Name: John P. O'Brien Director, Century Aluminum Company POWER OF ATTORNEY I hereby constitute and appoint Gerald J. Kitchen and Peter C. McGuire, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf an amendment to each of the following Registration Statements: (i) Form S-8 for the Century Aluminum Company Amended and Restated 1996 Stock Incentive Plan, SEC File No. 333-15689 (the "Incentive Plan S-8"); (ii) Form S-8 for the Century Aluminum of West Virginia, Inc./United Steelworkers of America Savings Plan (formerly, the Ravenswood Aluminum Corporation/United Steelworkers of America Savings Plan), SEC File No. 333-28827 (the "Savings Plan S-8"); and (iii) Form S-8 for the Century Aluminum 401(k) Plan (formerly, the Ravenswood Aluminum Corporation Salaried Employee Defined Contribution Retirement Plan), SEC File No. 333-07239 (the "401(k) Plan S-8" together with the Incentive Plan S-8 and the Savings Plan S-8, the "Amended Registration Statements"), and to file such Amended Registration Statements, together with any exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission and any other appropriate agency pursuant to applicable laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of October, 2005. /s/ Stuart M. Schreiber ---------------------------------- Name: Stuart M. Schreiber Director, Century Aluminum Company POWER OF ATTORNEY I hereby constitute and appoint Gerald J. Kitchen and Peter C. McGuire, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf an amendment to each of the following Registration Statements: (i) Form S-8 for the Century Aluminum Company Amended and Restated 1996 Stock Incentive Plan, SEC File No. 333-15689 (the "Incentive Plan S-8"); (ii) Form S-8 for the Century Aluminum of West Virginia, Inc./United Steelworkers of America Savings Plan (formerly, the Ravenswood Aluminum Corporation/United Steelworkers of America Savings Plan), SEC File No. 333-28827 (the "Savings Plan S-8"); and (iii) Form S-8 for the Century Aluminum 401(k) Plan (formerly, the Ravenswood Aluminum Corporation Salaried Employee Defined Contribution Retirement Plan), SEC File No. 333-07239 (the "401(k) Plan S-8" together with the Incentive Plan S-8 and the Savings Plan S-8, the "Amended Registration Statements"), and to file such Amended Registration Statements, together with any exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission and any other appropriate agency pursuant to applicable laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of October, 2005. /s/ Jack E. Thompson ---------------------------------- Name: Jack E. Thompson Director, Century Aluminum Company POWER OF ATTORNEY I hereby constitute and appoint Gerald J. Kitchen and Peter C. McGuire, and each of them separately, as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, in any and all capacities, to sign on my behalf an amendment to each of the following Registration Statements: (i) Form S-8 for the Century Aluminum Company Amended and Restated 1996 Stock Incentive Plan, SEC File No. 333-15689 (the "Incentive Plan S-8"); (ii) Form S-8 for the Century Aluminum of West Virginia, Inc./United Steelworkers of America Savings Plan (formerly, the Ravenswood Aluminum Corporation/United Steelworkers of America Savings Plan), SEC File No. 333-28827 (the "Savings Plan S-8"); and (iii) Form S-8 for the Century Aluminum 401(k) Plan (formerly, the Ravenswood Aluminum Corporation Salaried Employee Defined Contribution Retirement Plan), SEC File No. 333-07239 (the "401(k) Plan S-8" together with the Incentive Plan S-8 and the Savings Plan S-8, the "Amended Registration Statements"), and to file such Amended Registration Statements, together with any exhibits thereto and other documents required in connection therewith, with the Securities and Exchange Commission and any other appropriate agency pursuant to applicable laws and regulations. IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of October, 2005. /s/ Willy R. Strothotte ---------------------------------- Name: Willy R. Strothotte Director, Century Aluminum Company -----END PRIVACY-ENHANCED MESSAGE-----