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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2001
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 (I.R.S. Employer Identification
Incorporation or organization) No.)
2511 GARDEN ROAD 01238
BUILDING A, SUITE 200 (Zip code)
MONTEREY, CALIFORNIA
(Address of principal executive offices)
CENTURY ALUMINUM COMPANY
1996 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
GERALD J. KITCHEN
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL,
CHIEF ADMINISTRATIVE OFFICER AND SECRETARY
CENTURY ALUMINUM COMPANY
2511 GARDEN ROAD
BUILDING A, SUITE 200
MONTEREY, CALIFORNIA 01238
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(831) 642-9300
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(1) Offering Price (1) Registration Fee
Common Stock, $.01 par value.. 500,000 Shares $17.91 $8,955,000 $2,239
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457, based on the average of the high and low prices for the Common
Stock as reported on the Nasdaq National Market System on July 25, 2001.
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INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 relates to the
registration of additional shares reserved for issuance under the registrant's
1996 Stock Incentive Plan. Pursuant to General Instruction E of Form S-8, the
contents of the Registration Statement on Form S-8 (Registration No. 333-15689)
filed with the Securities and Exchange Commission and effective on November 6,
1996 are hereby incorporated by reference herein.
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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 the 26th day of
July, 2001.
Century Aluminum Company
By: /s/ Gerald A. Meyers
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Name: Gerald A. Meyers
Title: President, Chief Operating Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Craig A. Davis Chairman, Chief Executive July 26, 2001
- ------------------------------------ Officer and Director
Craig A. Davis
/s/ Gerald A. Meyers President, Chief Operating July 26, 2001
- ------------------------------------ Officer and Director
Gerald A. Meyers
/s/ David W. Beckley Executive Vice President and July 26, 2001
- ------------------------------------ Chief Financial Officer
David W. Beckley
/s/ E. Jack Gates Vice President, July 26, 2001
- ------------------------------------ Reduction Operations
/s/ Daniel J. Krofcheck Vice President and Treasurer July 26, 2001
- ------------------------------------
Daniel J. Krofcheck
/s/ Roman A. Bninski Director July 26, 2001
- ------------------------------------
Roman A. Bninski
/s/ John C. Fontaine Director July 26, 2001
- ------------------------------------
John C. Fontaine
/s/ William R. Hampshire Director July 26, 2001
- ------------------------------------
William R. Hampshire
/s/ John P. O'Brien Director July 26, 2001
- ------------------------------------
John P. O'Brien
/s/ Stuart M. Schreiber Director July 26, 2001
- ------------------------------------
Stuart M. Schreiber
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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5 Opinion of Curtis, Mallet-Prevost, Colt &
Mosle LLP
23.1 Consent of Deloitte & Touche LLP with
respect to the incorporation by reference of
their report on the financial statements of
Century Aluminum Company.
23.2 Consent of Ernst & Young LLP with respect to
the incorporation by reference of their
report on the financial statements of NSA,
Ltd.
23.3 Consent of Curtis, Mallet-Prevost, Colt &
Mosle LLP (included in Exhibit 5)
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