As filed with the Securities and Exchange Commission on June 9, 1997
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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Ravenswood Aluminum Corporation
United Steelworkers of America Savings 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
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------- --------------------- --------------------- --------------------- =====================
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 value 25,000 Shares $ 17.625 $ 440,625 $ 134
- ----------------------------- --------------------- --------------------- --------------------- =====================
<FN>
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 5, 1997.
=====================================================================================================================
</FN>
</TABLE>
<PAGE>
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 United Steelworkers of America Savings 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 Annual Report on Form 10-K for the Year ended December
31, 1996 (File No. 0-27918).
(b) The Company's Quarterly Report on Form 10-Q for the Quarter ended March
31, 1997 (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.
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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the
securities offered 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 paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission
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.
(c) 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.
<PAGE>
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
June, 1997.
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:
Signature Title Date
--------- ----- ----
/s/ Craig A. Davis
- ---------------------- Chairman, Chief Executive June 6, 1997
Craig A. Davis Officer and Director
/s/ William R. Hampshire
- ---------------------- Vice-Chairman and Director June 6, 1997
William R. Hampshire
/s/ Gerald A. Meyers
- ---------------------- President, Chief Operating June 6, 1997
Gerald A. Meyers Officer and Director
/s/ David W. Beckley
- ---------------------- Executive Vice President June 6, 1997
David W. Beckley and Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Roman A. Bninski
- ---------------------- Director June 6, 1997
Roman A. Bninski
/s/ John C. Fontaine
- ---------------------- Director June 3, 1997
John C. Fontaine
/s/ Willy R. Strothotte
- ---------------------- Director June 4, 1997
Willy R. Strothotte
<PAGE>
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 day of June 6, 1997.
Ravenswood Aluminum Corporation
United Steelworkers of America Savings Plan
By: Retirement Committee of Century Aluminum
of West Virginia, Inc.
By: /s/ Gerald A. Meyers
-----------------------------------------
Name: Gerald A. Meyers
Title: President and Chief Operating Officer
<PAGE>
INDEX TO EXHIBITS
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Exhibit
Number Description of Document
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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).
EXHIBIT 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
PO BOX 2508
CINCINNATI, OH 45201
Employer Identification Number:
Date: July 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:
USWA SAVINGS PLAN
Plan Number: 005
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 the 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 June
27, 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.
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
<PAGE>
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 before the date prescribed by the
regulations under Code section 401(b).
EXHIBIT 5.2
Curtis, Mallet-Prevost, Colt & Mosle
101 Park Avenue
New York, NY 10178-0061
June 9, 1997
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 interest in the Ravenswood
Aluminum Corporation United Steelworkers of America Savings Plan, as amended
(the "Plan"); and (ii) up to an additional 25,000 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 nonassessable.
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.
Sincerely yours,
/s/ Curtis, Mallet-Prevost, Colt & Mosle
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 Ravenswood Aluminum Corporation
United Steelworkers of America Savings Plan of our report dated February 11
appearing in the Annual Report on Form 10-K for the year ended December 31,
1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Charleston, West Virginia
June 6, 1997
