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): May 27, 2009
Century
Aluminum Company
(Exact
name of registrant as specified in its charter)
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Delaware
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0-27918
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13-3070826
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(State
or other jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2511
Garden Road
Building
A, Suite 200
Monterey,
California
(Address
of principal executive offices)
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93940
(Zip
Code)
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(831)
642-9300
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(Registrant's
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
At the annual meeting of stockholders
of Century Aluminum Company (the “Company”) held on May 27, 2009 (the “2009
Annual Meeting”), the Company’s stockholders approved proposals to amend and
restate the Company’s 1996 Stock Incentive Plan (the “1996
Plan”). Summary descriptions of the material changes to the 1996 Plan
are contained in the Company’s definitive proxy statement on Schedule 14A as
amended and filed with the Securities and Exchange Commission on May 4, 2009
(the “2009 Proxy Statement”). The full text of the 1996 Plan as
amended and restated is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
Item
5.03 Amendments to Articles of Incorporation or
Bylaws
At the 2009 Annual Meeting, the
Company’s stockholders also approved a proposal to amend the Company’s Restated
Certificate of Incorporation (the “Restated Certificate”) to increase the number
of shares of Company common stock authorized for issuance thereunder from
100,000,000 to 195,000,000 (the “2009 Charter Amendment”). A
description of the 2009 Charter Amendment is contained in the 2009 Proxy
Statement, which description is incorporated herein by reference. The
full text of the Restated Certificate, which has been amended and restated to
incorporate the 2009 Charter Amendment and all earlier amendments, is attached
hereto as Exhibit 4.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
The
following exhibit is being furnished with this report pursuant to
Items 5.02 and 5.03:
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Exhibit Number
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Description
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4.1
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Amended
and Restated Certificate of Incorporation
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10.1
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Amended
and Restated 1996 Stock Incentive
Plan
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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.
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CENTURY
ALUMINUM COMPANY
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Date:
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May
27, 2009
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By:
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/s/ William J. Leatherberry
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Name:
William J. Leatherberry
Title: Senior
Vice President, General Counsel and Assistant
Secretary
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Exhibit
Index
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Exhibit Number
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Description
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4.1
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Amended
and Restated Certificate of Incorporation
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10.1
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Amended
and Restated 1996 Stock Incentive
Plan
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