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): August 30,
2007
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:
□
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 Compensatory Arrangements of Certain
Officers
(e) Amendment
to
Employment Agreements
Effective
August 30, 2007, the Compensation Committee (the “Committee”) of the Board of
Directors of Century Aluminum Company (the “Company”) approved an amendment to
the original employment agreement with Logan W. Kruger, President and Chief
Executive Officer (the “Amendment”). The terms of Mr. Kruger’s
original employment agreement and the benefits payable thereunder are described
in the Post-Employment Compensation section of the Company’s Proxy Statement for
its 2007 Annual Meeting of Stockholders filed with the Securities and Exchange
Commission on April 23, 2007, which description is incorporated herein by
reference. The Amendment changes the vesting period for certain
enhanced supplemental retirement benefits from the original vesting of 20%
per
year, beginning December 13, 2010, to vesting in equal monthly installments
at
the rate of 1/120th per calendar month for 120 months beginning December 13,
2005. The Amendment provides that any vested enhanced supplemental
retirement benefit will be forfeited if Mr. Kruger’s employment with the Company
terminates prior to December 13, 2010, except by reason of his death or
disability or upon a change in control (as defined in Mr. Kruger’s employment
agreement). If Mr. Kruger dies or becomes disabled prior to December
13, 2010, Mr. Kruger will retain all enhanced supplemental retirement benefits
that have vested through the date of his death or disability. If Mr.
Kruger dies or becomes disabled after December 13, 2010, or if there is a change
in control of the Company, the enhanced supplemental retirement benefits will
fully vest. Finally, the Amendment provides that if Mr. Kruger’s
employment with the Company is terminated by the Company without “cause” or is
terminated by Mr. Kruger for “good reason” (as such terms are defined in the
Amendment), Mr. Kruger’s supplemental retirement benefits will continue to vest
over the remaining portion of the contract term. During that period,
Mr. Kruger will also continue to receive his salary and an annual bonus equal
to
the highest annual bonus payment he received in the previous three years, and
his stock options and performance shares will continue to vest.
Effective
August 30, 2007, the Committee also approved amendments to the Company’s
original employment agreements with Wayne R. Hale, Executive Vice President
and
Chief Operating Officer; Michael A. Bless, Executive Vice President and Chief
Financial Officer; and Robert R. Nielsen, Executive Vice President, General
Counsel and Secretary. The terms of each executive’s original
employment agreement are described in the Post-Employment Compensation section
of the Company’s Proxy Statement for its 2007 Annual Meeting of Stockholders
filed with the Securities and Exchange Commission on April 23, 2007, which
description is incorporated herein by reference. Consistent with the
amendment to Mr. Kruger’s employment agreement with respect to provisions
applicable if the executive’s employment with the Company is terminated by the
Company without “cause” or is terminated by the executive for “good reason”, the
amendments provide that in such circumstances, the executive will continue
to
receive his salary and bonus, and the vesting of his stock options and
performance shares will continue, for the remaining term of his
contract.
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
the
Company’s Form 10-Q for the quarter ended September 30, 2007.
****
The
information in this 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.
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CENTURY
ALUMINUM COMPANY
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Date:
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September
6, 2007
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By:
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/s/ William
J. Leatherberry
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Name:
William J. Leatherberry
Title: Assistant
General Counsel and Assistant
Secretary
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