0001144204-06-017302.txt : 20060428 0001144204-06-017302.hdr.sgml : 20060428 20060428144831 ACCESSION NUMBER: 0001144204-06-017302 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060428 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060428 DATE AS OF CHANGE: 20060428 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27918 FILM NUMBER: 06789271 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 8-K 1 v041593_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2006

Century Aluminum Company

(Exact name of registrant as specified in its charter)

Delaware	0-27918	13-3070826
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2511 Garden Road Building A, Suite 200 Monterey, California		93940
(Address of principal executive offices)		(Zip Code)

	(831) 642-9300
(Registrant's telephone number, including area code)

	N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

On April 28, 2006, Century Aluminum Company (the "Company") sent a notice to its directors and executive officers notifying them of a blackout period with respect to the Century Aluminum of West Virginia, Inc./ United Steelworkers of America Savings Plan (the "Plan") due to a change in Plan recordkeepers. The Company provided the notice to directors and executive officers in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. A copy of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference. During the blackout period and for a period of two years after the blackout period has ended, security holders of the Company or other interested parties may obtain, without charge, information regarding the beginning and ending dates of the blackout period upon written request to Century Aluminum Company, 2511 Garden Road, Building A, Suite 200, Monterey, CA 93940, Attention: Corporate Secretary.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

The following exhibits are filed with this report:

Exhibit Number		Description
99.1		Notice to Century Aluminum Company directors and executive officers, dated April 28, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CENTURY ALUMINUM COMPANY

Date: April 28, 2006	By:	/s/ Gerald J. Kitchen
		Name: Gerald J. Kitchen
		Title: Executive Vice President, General Counsel Chief Administrative Officer and Secretary

Exhibit Index

Exhibit Number		Description
99.1		Notice to Century Aluminum Company directors and executive officers, dated April 28, 2006

EX-99.1 2 v041593_ex99-1.htm

Exhibit 99.1

[Century Letterhead]

April 28, 2006

To: All Directors and Executive Officers of Century Aluminum Company

Re: 401(k) Blackout Period

As required by Section 306 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act") and Rule 104 of Regulation BTR under the Securities Exchange Act of 1934, as amended ("Reg BTR"), the Company is providing this notice to inform you of an upcoming blackout period under the Century Aluminum of West Virginia, Inc./ United Steelworkers of America Savings Plan ("Plan"). During this blackout period, your ability to conduct transactions in the Company's equity securities will be restricted, as described further below. We expect the blackout period to begin the week of May 15, 2006 (with an anticipated start date of May 18, 2006) and end the week of June 12, 2006. During this period, a director or executive officer may obtain information as to when the blackout period has begun or ended, without charge, by contacting the Company at the number or address provided below.

The blackout period is necessary to transfer recordkeeping and trustee services for the Plan to T. Rowe Price. During the blackout period, Plan participants will be temporarily unable to direct or diversify investments in their individual accounts, rollover or transfer assets from the Plan to another plan, obtain in-service or hardship withdrawals, obtain Plan loans or obtain distributions from the Plan. Participants in the Plan have been notified of the blackout period.

Pursuant to Section 306 of the Sarbanes-Oxley Act and Rule 101 of Reg BTR, all directors and executive officers of the Company will be unable to trade in the Company's common stock (including options and derivatives) during the blackout period for the Plan. SEC rules require that during such blackout periods, executive officers and directors are prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity security of the Company acquired by the individual in connection with his or her service as an executive officer or director. "Equity securities" are defined broadly to include the Company's common stock, options and other derivative securities. Covered transactions are not limited to those involving direct ownership, but include any transaction in which the executive officer or director has or is deemed to have a pecuniary interest (for example, transactions by certain family members). Among other things, these rules prohibit you from exercising options granted in connection with your service as a director or executive officer, selling Company stock acquired pursuant to such options, and selling Company stock originally received as a restricted stock grant or pursuant to the vesting of performance shares.

You should be aware that these rules apply in addition to the existing trading restrictions under the Company's insider trading policy, including the trading restrictions that cover the end of each calendar quarter. If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction and you may be subject to civil and criminal penalties.

If you have any questions about the blackout period, its beginning or end dates or any of the other information contained in this notice, please feel free to contact Bill Leatherberry at (888) 642-9300 or at the Company's address, 2511 Garden Road, Building A, Suite 200, Monterey, CA 93940.