forms8-401kplan.htm


 
As filed with the Securities and Exchange Commission on October 22, 2009
 
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
                                Incorporation or organization)
  
        (I.R.S. Employer
        Identification No.)
 
 
Century Aluminum Company
Building A, Suite 200
2511 Garden Road
Monterey, California
(831) 642-9300       
     
 
 
 
93940
  
                                 (Address of Principal
                                                      Executive Offices)
  
                                             (Zip Code)
 
 
    
 
CENTURY ALUMINUM 401(K) PLAN
  
(Full title of the plan)
 

 
 
William J. Leatherberry, Esq.
Senior Vice President and General Counsel
Century Aluminum Company
2511 Garden Road
Building A, Suite 200
Monterey, California 93940
(831) 642-9300
 
  
 
Copy to:
 
Rodney R. Peck, Esq.
Pillsbury Winthrop Shaw Pittman LLP
P.O. Box 7880
San Francisco, CA 94120
Telephone: (415) 983-1000
  
 
 (Name, address and telephone
number, including area code,
of agent for service)
      
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See the definitions of "large accelerated filer." "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
         Large accelerated filer  x  Accelerated filer  o
         Non-accelerated filer  o  Smaller reporting company  o
       
 
 
 
 
 
CALCULATION OF REGISTRATION FEE
 
 
Title of Securities To Be Registered(1)        
 Amount To Be Registered Proposed Maximum Offering Price per Share  
Proposed Maximum
Aggregate Offering Price
 Amount of Registration Fee
Common Stock  
par value $0.01 per shares
 1,500,000   $10.64 (2)    $15,960,000 (2)   $890.57 (3)
 


(1)  
Pursuant to Rule 416(c) of the Securities Act of 1933, this Registration Statement covers an indeterminate amount of plan interests to be offered or sold pursuant to the Plan.
 
(2)  
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) on the basis of the average of the high and low prices as reported on the Nasdaq Global Select Market on October 16, 2009.
 
(3)  
Calculated pursuant to Rule 457(h) under the Securities Act of 1933.
 
_________________
 
 The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.
 


 
 
 

Explanatory Note
 
This Registration Statement on Form S-8 is filed by Century Aluminum Company (the “Registrant”) for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 of the Registrant relating to the same employee benefit plan is effective.  This Registration Statement on Form S-8 relates to 1,500,000 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), issuable pursuant to the Century Aluminum Company 401(k) Plan (the “Plan”).  Pursuant to General Instruction E of Form S-8, the Registrant hereby incorporates by reference the Registration Statement on Form S-8 previously filed by the Registrant with the Securities and Exchange Commission on November 15, 2005 (File No. 333-129699), and the Registration Statement on Form S-8 previously filed by the Registrant with the Securities and Exchange Commission on June 28, 1996 (File No. 333-07239) in connection with the Plan.
 

PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 8.                      Exhibits
 
 Exhibit Number       Exhibit
  5.1    Opinion of Pillsbury Winthrop Shaw Pittman LLP
  5.2    *
  23.1    Consent of Deloitte & Touche LLP
  23.2    Consent of Pillsbury Winthrop Shaw Pittman LLP (included in its opinion filed as Exhibit 5.1 to this Registration Statement)
  24.1     Power of Attorney
     
 
_____________________________
 
*      The Registrant undertakes that it has submitted or will submit the Plan and any amendment potentially affecting the qualification thereof to the Internal Revenue Service (the “IRS”) for a determination on its tax-qualified status in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan.
 

 
 
 


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 October 22, 2009.
 

   CENTURY ALUMINUM COMPANY
 
By:  
 
/s/ William J. Leatherberry
 
William J. Leatherberry
Senior Vice President and General Counsel



Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 22, 2009.

 
 
 
 
/s/Logan W. Kruger
  
 
President and Chief Executive Officer
(Principal Executive Officer) and Director
       
 
 
 
/s/Michael A. Bless
  
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
       
 
 
 
/s/Steve Schneider
  
 
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
       
 
 
 
               *                         
  
 
 
Chairman of the Board and Director
  John P. O’Brien    
 
 
 
                     *                               
  
 
 
Director
  John C. Fontaine    
 
 
 
                     *                               
  
 
 
Director
  Jack E. Thompson    
 
 
 
                     *                               
  
 
 
Director
  Peter C. Jones    
 
                    
 
                     *                               
  
 
 
Director
  Robert E. Fishman, PhD    
 
 
 
                     *                               
  
 
 
Director
  Willy R. Strothotte    
 
 
 
                     *                               
  
 
 
Director
  Jarl Berntzen    
 
 
 
                     *                               
  
 
 
Director
  Catherine Z. Manning    
 
 
       
* By:     /s/ William J. Leatherberry    Attorney-in-fact
       
 
 
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the trustee of the Plan 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 October 22, 2009.
 

 
CENTURY ALUMINUM 401(K) PLAN
 
By:  
 
/s/ William J. Leatherberry
  
 
William J. Leatherberry
Senior Vice President and General Counsel
  

 
 
 
 
 
INDEX TO EXHBIITS
 
 
 Exhibit Number       Exhibit
  5.1    Opinion of Pillsbury Winthrop Shaw Pittman LLP
  5.2    *
  23.1    Consent of Deloitte & Touche LLP
  23.2    Consent of Pillsbury Winthrop Shaw Pittman LLP (included in its opinion filed as Exhibit 5.1 to this Registration Statement)
  24.1     Power of Attorney
 
 
_____________________________
 
*      The Registrant undertakes that it has submitted or will submit the Plan and any amendment potentially affecting the qualification thereof to the Internal Revenue Service (the “IRS”) for a determination on its tax-qualified status in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan.