-----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, Gm3QIanljJXyhfWrqjv5mkH3vNRMs79DJzSW6iNLlENsGDwtpsO7augyLFG+D4zU XSLhklfZR+SfSzUt7sFDEQ== 0000950123-05-013666.txt : 20051115 0000950123-05-013666.hdr.sgml : 20051115 20051114213157 ACCESSION NUMBER: 0000950123-05-013666 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: 333-129699 FILM NUMBER: 051204380 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 y14765csv8.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 401(K) 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 (831) 642-8300 (NAME, ADDRESS AND 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... 200,000 Shares(2) $ 19.25 $ 3,850,000 $ 453.15 ===========================================================================================================
(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. (2) 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(s) described herein. ================================================================================ INCORPORATION BY REFERENCE This Registration Statement on Form S-8 relates to the registration of additional shares and plan interests under the Century Aluminum 401(k) Plan (formerly, the Ravenswood Aluminum Corporation Salaried Employee Defined Contribution Retirement Plan; the "Plan"). Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 (Registration No. 333-07239) filed with the Securities and Exchange Commission on June 28, 1996 are incorporated by reference herein. This Registration Statement also incorporates by reference the Plan's latest annual report filed pursuant to Section 15(d) of the Exchange Act and all future annual reports filed by the Plan 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. -2- SIGNATURES THE REGISTRANT. 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 Executive Vice President and Chief Financial Officer (Principal /s/ David W. Beckley Financial Officer and Principal - ----------------------------- Accounting Officer) November 14, 2005 David W. Beckley * Director November 14, 2005 - ----------------------------- Roman A. Bninski * Director November 14, 2005 - ----------------------------- Robert E. Fishman * Director November 14, 2005 - ----------------------------- John C. Fontaine * Director November 14, 2005 - ----------------------------- John P. O'Brien * Director November 14, 2005 - ----------------------------- Stuart M. Schreiber * Director November 14, 2005 - ----------------------------- Jack E. Thompson
-3-
SIGNATURE TITLE DATE - ------------------------------------- -------------------------------------- ----------------- * Director November 14, 2005 - ----------------------------- Willy R. Strothotte * By: /s/ Peter C. McGuire ----------------------------------- Peter C. McGuire, as Attorney-in-Fact
-4- THE PLAN. Pursuant to the requirements of the Securities Act of 1933, 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 Monterey, State of California, on the 14th day of November, 2005. CENTURY ALUMINUM 401(K) PLAN By: Retirement Committee of Century Aluminum 401(k) Plan By: /s/ David W. Beckley ---------------------------------- Name: David W. Beckley Title: Member -5- INDEX TO EXHIBITS
Exhibit No. Description of Exhibit - ---------- --------------------------------------------------------------------------------------------- 5.1 Internal Revenue Service determination letter that the Plan is qualified under Section 401(k) of the Internal Revenue Code. 23.1 Consent of Deloitte & Touche LLP. 24.1 Powers of Attorney
-6- EX-5.1 2 y14765cexv5w1.txt INTERNAL REVENUE SERVICE DETERMINATION LETTER EXHIBIT 5.1 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY P. O. BOX 2508 [SEAL] CINCINNATI, OH 45201 Employer Identification Number: Date: APR 02 2003 55-0686448 DLN: CENTURY ALUMINUM OF WEST VIRGINIA 17007073153002 INC Person to Contact: C/0 ELIZABETH J DECKMAN RAYMOND PERREAULT ID# 11627 HELLER EHRMAN WHITE & MCAULIFFE LLP Contact Telephone Number: 701 FIFTH AVE STE 6100 (877) 829-5500 SEATTLE, WA 98104-0000 Plan Name: CENTURY ALUMINUM 401K PLAN Plan Number: 004 Dear Applicant: We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter. 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 the status of the plan in operation periodically. The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan's operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794. 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 amendment(s) executed on 02/22/02 & 04/03/01. This determination letter is also applicable for the amendment(s) dated on 10/11/99 & 03/04/99. This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub, L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Letter 835 (DO/CG) -2- CENTURY ALUMINUM OF WEST VIRGINIA Pub. L. 106-554. This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401 (a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16. The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card. 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. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Paul T. Shultz ------------------------- Paul T. Shultz Director, Employee Plans Rulings & Agreements Enclosures: Publication 794 Addendum Letter 835 (DO/CG) - 3 CENTURY ALUMINUM OF WEST VIRGINIA This determination letter is also applicable for the amendment(S) dated on 07/01/97 & 10/16/96. This determination letter is also applicable for the amendments dated 06/01/96, 12/15/95, 12/16/94, and 04/01/91 This letter supersedes our letter dated February 07, 2003. This superseding letter is based upon representations made by you or your representative in a telephone call or letter of March 06, 2003. Letter 835 (DO/CG) EX-23.1 3 y14765cexv23w1.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 and our report dated June 27, 2005 appearing in the Annual Report on Form 11-K of the Century Aluminum 401(k) Plan for the year ended December 31, 2004. /s/ Deloitte & Touche LLP Pittsburgh, PA November 10, 2005 EX-24.1 4 y14765cexv24w1.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-----