UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 10, 2008
Century Aluminum Company
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of Incorporation) |
0-27918 (Commission File Number) |
13-3070826 (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)
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On July 10, 2008, Century Aluminum Company (the “Company”) entered into an underwriting agreement,
a copy of which is attached hereto as Exhibit 1.1, with Credit Suisse Securities (USA) LLC and
Morgan Stanley & Co. Incorporated as representatives of the underwriters
(collectively, the “Underwriters”) related to the public offering of 7,475,000 shares of the
Company’s common stock, par value $0.01 per share
(the “Shares”) at a public offering price of $62.25 per share. The Shares were delivered against
payment therefor on July 16, 2008.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Description | |
| 1.1 | Underwriting Agreement dated July 10, 2008 |
|
| 5.1 | Opinion of Pillsbury Winthrop Shaw Pittman LLP |
|
| 23.1 | Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1) |
|
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 |
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| Date: | July 16, 2008 | By: | /s/ William J. Leatherberry | |||||||
| Name: | William J. Leatherberry | |||||||||
| Title: | Vice President, Assistant
General Counsel and Assistant Secretary
|
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Exhibit Index
| Exhibit Number | Description | |
| 1.1 | Underwriting Agreement dated July 10, 2008 |
|
| 5.1 | Opinion of Pillsbury Winthrop Shaw Pittman LLP |
|
| 23.1 | Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1) |
|