<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1996
REGISTRATION NO. 333-
================================================================================
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)
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<S> <C>
DELAWARE 13-3070826
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1200 PIEDMONT AVENUE 93950
P.O. BOX 51130 (Zip Code)
PACIFIC GROVE, CALIFORNIA
(Address of principal executive offices)
</TABLE>
_____________________________________________
RAVENSWOOD ALUMINUM CORPORATION
SALARIED EMPLOYEE DEFINED
CONTRIBUTION RETIREMENT PLAN
(FULL TITLE OF THE PLAN)
GERALD A. MEYERS
1200 PIEDMONT AVENUE
P.O. BOX 51130
PACIFIC GROVE, CA 93950
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE:
(408) 657-1280
_____________________________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $.01 par 100,000 Shares $15.68 $1,568,000 $540.68
value...
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1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
2) Estimated solely for the purpose of computing the registration fee,
based on the average of the high and low prices for the Common
Stock as reported on the Nasdaq National Market System on June 27,
1996.
<PAGE> 2
PART I
INFORMATION REQUIRED IN
THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in the
instructions to Part I of Form S-8 will be sent or given to participants in the
Ravenswood Aluminum Corporation Salaried Employee Defined Contribution
Retirement Plan as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act") and is not being filed with or included in
the Form S-8 in accordance with the rules and regulations of the Securities and
Exchange Commission (the "SEC").
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Company's Final Prospectus, dated March 28, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the Quarter ended
March 31, 1996 (File No. 0-27918).
(c) The description of the Company's Common Stock incorporated by
reference in Company's Registration Statement on Form 8-A (File No. 0-27918),
dated March 4, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and shall be
deemed to be a part hereof, from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
which also is incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law,
as amended, (the "DGCL"), the Restated Certificate of Incorporation of the
Company eliminates the liability of the Company's directors to the Company or
its stockholders, except for liabilities related to breach of duty of loyalty,
actions not in good faith or which involve intentional misconduct or a knowing
violation of law and certain other liabilities.
Section 145 of the DGCL provides that a corporation may indemnify any
person, including officers and directors, who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation), by reason of the fact
that such person was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit, or proceeding, provided such officer, director,
employee or agent acted in good faith and in a manner he reasonably believed to
be in or not opposed to the corporation's best interests and, for criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful.
A Delaware corporation may indemnify officers and directors in an action by or
in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
which such officer or director actually or reasonably incurred. The Amended
and Restated Bylaws of the Company provide for indemnification of the officers
and directors to the fullest extent permitted by the DGCL. In addition, the
Company maintains officers' and directors' liability insurance which insures
against liabilities that officers and directors of the Company may incur in
such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
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(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3
or Form S-8, and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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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 Pacific Grove, State of California, on the 28th day
of June, 1996.
Century Aluminum Company
By:/s/ Gerald A. Meyers
---------------------
Name: Gerald A. Meyers
Title:President and Chief Operating
Officer
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:
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C> <C>
/s/ Craig A. Davis Chairman, Chief Executive June 28, 1996
- ------------------------------------ Officer and Director
Craig A. Davis
/s/ William R. Hampshire Vice-Chairman and Director June 28, 1996
- ------------------------------------
William R. Hampshire
/s/ Gerald A. Meyers President, Chief Operating June 28, 1996
- ------------------------------------ Officer and Director
Gerald A. Meyers
/s/ David W. Beckley Executive Vice President June 28, 1996
- ------------------------------------ and Chief Financial Officer
David W. Beckley (Principal Financial Officer
and Principal Accounting Officer)
/s/ Roman A. Bninski Director June 28, 1996
- ------------------------------------
Roman A. Bninski
Director June 28, 1996
- ------------------------------------
John C. Fontaine
/s/ Willy R. Strothotte Director June 28, 1996
- ------------------------------------
Willy R. Strothotte
</TABLE>
<PAGE> 6
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Plan administrator has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Pacific Grove, State of California on the 28th day of June, 1996.
Ravenswood Alminum Corporation
Salaried Employee Defined
Contribution Retirement Plan
By: Retirement Committee of Ravenswood
Aluminum Corporation Salaried
Employee Defined Contribution
Retirement Plan
By: /s/ Gerald A. Meyers
-------------------------
Name: Gerald A. Meyers
Title: President and Chief
Operating Officer
<PAGE> 7
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<S> <C>
4.1 Restated Certificate of Incorporation of the Registrant (Incorporated
by reference to Exhibit 3.1 of the Registrant's Registration Statement
on Form S-1, as amended (File No. 33-95486).
4.2 Amended and Restated By Laws of the Registrant (Incorporated by reference to
Exhibit 3.2 of the Registrant's Registration Statement on Form S-1, as
amended (File No. 33-95486).
5.1 Internal Revenue Service determination letter that the Plan is qualified
under Section 401(k) of the Internal Revenue Code.
5.2 Opinion of Curtis, Mallet-Prevost, Colt & Mosle.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Curtis, Mallet-Prevost, Colt & Mosle (included in
Exhibit 5.2).
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INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH 45201
Employer Identification Number:
Date: JUL 28 1993 55-0686448
File Folder Number:
RAVENSWOOD ALUMINUM CORPORATION 550007225
C/O ELLIOT N DINKIN Person to Contact:
PRICE WATERHOUSE MILO ATLAS
600 GRANT ST Contact Telephone Number:
PITTSBURGH, PA 15219 (513) 684-3241
Plan Name:
SALARIED EMPLOYEES D C
RETIREMENT PLAN
Plan Number: 004
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review that status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the plan adopted on May 4,
1989.
This letter is based upon the certification and demonstrations you
submitted pursuant to Revenue Procedure 91-66. Therefore, the certification
and demonstrations are considered an integral part of this letter.
Accordingly, YOU MUST KEEP A COPY OF THESE DOCUMENTS AS A PERMANENT RECORD OR
YOU WILL NOT BE ABLE TO RELY ON THE ISSUES DESCRIBED IN REVENUE PROCEDURE
91-66.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
Letter 835(DO/CG)
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-2-
RAVENSWOOD ALUMINUM CORPORATION
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Robert T. Johnson
Robert T. Johnson
District Director
Enclosures:
Publication 794
PWBA 515
Addendum
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-3-
RAVENSWOOD ALUMINUM CORPORATION
This determination is conditioned upon your adoption of the proposed
restated plan as submitted with your or your representative's letter dated June
18, 1993. The proposed plan should be adopted on or beofre the date prescribed
by the regulations under Code section 401(b).
<PAGE> 1
Curtis, Mallet-Prevost, Colt & Mosle
101 Park Avenue
New York, New York 10178-0061
June 28, 1996
Century Aluminum Company
1200 Piedmont Avenue
P.O. Box 51130
Pacific Grove, CA 93950
Gentlemen:
We have acted as special counsel for Century Aluminum Company,
a Delaware corporation (the "Company"), with respect to the proposed
registration and sale by the Company of (i) an indeterminate amount of
interests in the Ravenswood Aluminum Corporation Salaried Employee Defined
Contribution Retirement Plan, as amended (the "Plan"); and (ii) up to an
additional 100,000 shares of the Company's common stock, $0.01 par value per
share (the "Common Stock"), which may be issued in accordance with the Plan and
which are covered by a Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
In connection therewith, we have examined the Restated
Certificate of Incorporation, the Amended and Restated By- laws and minute
books of the Company, the Registration Statement and all exhibits thereto, and
such other documents as we have considered necessary.
Based upon such examination, it is our opinion that the shares
of Common Stock proposed to be issued or sold by the Company, when issued or
sold pursuant to the Plan and the resolutions of the Board of Directors of the
Company (and the Retirement Committee thereof) authorizing the same, will be
legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
We are giving this opinion to the Company, and no person other
than the Company may rely upon it.
Very truly yours,
/s/ Curtis, Mallet-Prevost, Colt & Mosle
Curtis, Mallet-Prevost, Colt & Mosle
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Century Aluminum Company on Form S-8 for the Ravenswood Aluminum Corporation
Salaried Employee Defined Contribution Retirement Plan of our reports dated
February 19, 1996, on the consolidated financial statements of Century Aluminum
Company and subsidiaries as of December 31, 1995 and 1994 and for each of the
three years in the period ended December 31, 1995 appearing in Amendment No. 4
to Registration Statement No. 33-95486 of Century Aluminum Company on Form S-1.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Charleston, West Virginia
June 28, 1996
