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): March 20, 2007
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
(Address
of principal executive offices)
|
93940
|
|
|
(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
5.02. Election of Directors; Compensatory Arrangements of Certain
Officers
On
March 20,
2007, the Board of Directors (the “Board”)
of
Century Aluminum Company (the “Company”)
elected Peter Jones to serve as a member of the Board effective March 20,
2007.
A copy of the Company’s press release announcing Mr. Jones’s appointment is
attached as Exhibit 99.1. The Board has determined that Mr. Jones will be
an
independent director under the listing standards for The Nasdaq Global Select
Market and the applicable rules and regulations of the Securities and Exchange
Commission. Mr. Jones will serve on the Board’s Audit Committee. There are no
arrangements or understandings between Mr. Jones and any other person pursuant
to which Mr. Jones was selected as a director. In addition, the Company is
not
aware of any transaction requiring disclosure herein pursuant to Item 404(a)
of
Regulation S-K.
Pursuant
to
the Company’s director compensation policy, Mr. Jones will receive an annual
retainer of $35,000 and a fee of $2,000 per board or board committee meeting
attended. All directors are reimbursed for their travel and other expenses
incurred in attending board and board committee meetings. Pursuant to the
Company’s Amended and Restated 1996 Stock Incentive Plan (the “1996 Plan”), Mr.
Jones will also receive an initial grant of options to purchase up to 10,000
shares of the Company’s common stock, at an exercise price equal to the average
of the high and low sales price for the Company’s common stock on the date he
was elected to the Board (the “Initial Options”). The Initial Options will vest
one-third on the grant date, and one-third each on the one and two year
anniversaries of the grant date. In addition, each non-employee director
continuing in office after the annual meeting of stockholders will also receive
options to purchase 3,000 shares of the Company’s common stock. The options are
granted on the first business day following the annual stockholders’ meeting at
the average of the high and low sales price of the Company’s common stock on the
grant date, and vest on the three, six, nine and 12 month anniversaries of
the
grant date.
Amendment
to Employment Agreements
Effective
as of March 20, 2007, the Board approved the Company’s Compensation Committee’s
decision directing the Company to enter into amendments to the original
employment agreements with Logan W. Kruger, President and Chief Executive
Officer; Michael A. Bless, Executive Vice President and Chief Financial Officer;
and Robert R. Nielsen, Executive Vice President, General Counsel and Secretary
(the “Amendments”).
The
Amendments extend the period of employment under the original employment
agreements, by automatically extending each agreement for successive three-year
periods, beginning on January 1, 2008, unless timely notice of termination
is
delivered by a party pursuant to the terms of the employment
agreement.
The
foregoing descriptions of the material terms of the Amendments are qualified
by
reference to the full text of such Amendments, which will be included as
exhibits to Century's Form 10-Q for the quarter ended March 31,
2007.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits
The
following exhibit is being furnished with this report pursuant to Items
5.02:
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
Release, dated March 20, 2007, announcing the election of Peter
C. Jones
to the Company’s Board of
Directors.
|
Forward-Looking
Statements
This
Current Report on Form 8-K may contain “forward-looking statements” within the
meaning of U.S. federal securities laws. The Company has based its
forward-looking statements on current expectations and projections about
the
future, however, these statements are subject to risks, uncertainties and
assumptions, any of which could cause the Company's actual results to differ
materially from those expressed in its forward-looking statements. More
information about these risks, uncertainties and assumptions can be found
in the
risk factors and forward-looking statements cautionary language contained
in the
Company's Annual Report on Form 10-K and in other filings made with the
Securities and Exchange Commission. The Company does not undertake, and
specifically disclaims, any obligation to revise any forward-looking statements
to reflect the occurrence of anticipated or unanticipated events or
circumstances after the date such forward-looking statements are
made.
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: March 23, 2007 | By: | /s/ Robert R. Nielsen |
|
|
||
|
Name:
Robert R. Nielsen
Title:
Executive Vice President, General Counsel and
Secretary
|
||