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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 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)
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)
CENTURY ALUMINUM COMPANY
NON-EMPLOYEE DIRECTORS STOCK OPTION 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
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(1) Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.01 par value... 200,000 Shares $13.50 $2,700,000 $818.18
=======================================================================================================================
</TABLE>
(1) 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 October 30, 1996.
<PAGE> 2
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) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
registrant document referred to in (a) above.
(c) The description of the Company's Common Stock incorporated by
reference in the 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.
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
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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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered
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would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(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 6th day
of November, 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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Craig A. Davis Chairman and Chief Executive November 6, 1996
- ------------------------------- Officer
Craig A. Davis
/s/ William R. Hampshire Vice-Chairman and Director November 6, 1996
- -------------------------------
William R. Hampshire
/s/ Gerald A. Meyers President, Chief Operating November 6, 1996
- ------------------------------- Officer and Director
Gerald A. Meyers
/s/ David W. Beckley Executive Vice President November 6, 1996
- ------------------------------- and Chief Financial Officer
David W. Beckley (Principal Financial Officer
and Principal Accounting Officer)
/s/ Roman A. Bninski Director November 6, 1996
- -------------------------------
Roman A. Bninski
/s/ John C. Fontaine Director November 6, 1996
- -------------------------------
John C. Fontaine
/s/ Willy R. Strothotte Director November 6, 1996
- -------------------------------
Willy R. Strothotte
</TABLE>
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------
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 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 5.1).
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EXHIBIT 5.1
CURTIS, MALLET-PREVOST, COLT & MOSLE
November 6, 1996
Century Aluminum Company
1200 Piedmont Avenue
P.O. Box 51130
Pacific Grove, California 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 up to 200,000 shares of Common Stock
issuable upon the exercise of options granted or to be granted under the
Company's Non-Employee Directors Stock Option Plan (the "Plan") and 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 herewith, 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 sold by the Company, when sold pursuant to the
Plan and the resolutions of the Board of Directors of the Company authorizing
the same, will be legally issued, fully paid and non-assessable. In rendering
this opinion, we have assumed that the exercise price of the options will be not
less than the par value of the shares subject thereto.
<PAGE> 2
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
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Century Aluminum Company on Form S-8 for the Century Aluminum Company
Non-Employee Directors Stock Option Plan of our reports dated February 19,
1996, 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
Pittsburgh, Pennsylvania
November 4, 1996
