UNITED
STATES
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
Date
of
Report (Date of earliest event reported): April 29, 2006
Century
Aluminum Company
(Exact
name of registrant as specified in its charter)
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Delaware
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0-27918
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13-3070826
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(State
or other jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2511
Garden Road
Building
A, Suite 200
Monterey,
California
(Address
of principal executive offices)
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93940
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(Zip
Code)
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(831)
642-9300
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(Registrant's
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last report)
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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
Effective
May 1, 2006, Century Aluminum Company (“Century”, “we” or “us”) entered into
employment and severance protection agreements with Robert R. Nielsen, who
succeeded Gerald J. Kitchen as Executive Vice President, General Counsel and
Secretary of the Company effective May 1, 2006. Under the terms of his
employment agreement, Mr. Nielsen will receive a base salary of $350,000 per
annum and will be eligible to receive an annual performance-based cash bonus
under the Company's incentive compensation plan of up to 100% of his base
salary, subject to the discretion of the Compensation Committee. Mr. Nielsen's
annual cash bonus for 2006 will be no less than $122,500. The agreement provides
that Mr. Nielsen will receive options to purchase 25,000 shares of the Company's
common stock and a one-time grant of 15,000 time vested performance shares.
The
options will vest over a period of two years, with one-third vesting on each
of
his employment date, the one year anniversary of his employment date and the
two
year anniversary of his employment date, and will be exercisable at an exercise
price equal to the price of Century’s common stock on the last trading day
immediately preceding his employment date. The shares of restricted stock will
vest one-third each on the one, two and three year anniversaries of his
employment date. Mr. Nielsen will also be eligible to participate in certain
of
Century’s incentive compensation and benefit plans, including our Amended and
Restated 1996 Stock Incentive Plan, which provides for the award of options
and
performance shares, and the Supplemental Retirement Income Benefit Plan, which
provides select senior executives with supplemental benefits in addition to
the
benefits they are entitled to receive under our qualified retirement
plans.
Under
Mr.
Nielsen's severance protection agreement, if Mr. Nielsen's employment is
terminated within 36 months following a change in control of Century either:
(i)
by Century for any reason other than cause or disability, or (ii) by Mr. Nielsen
for good reason, he will receive a lump sum payment equal to three times the
aggregate of the highest base salary and the highest bonus received by Mr.
Nielsen in any of the most recent five years. Also, upon a change in control,
the exercisability of stock options and the vesting of performance shares held
by Mr. Nielsen will be accelerated. The agreement also provides for additional
payments to fully offset any excise taxes payable by Mr. Nielsen as a result
of
the payments and benefits provided for under the agreement.
The
foregoing descriptions of the material terms of Mr. Nielsen's employment and
severance protection agreements are qualified by reference to the full text
of
such agreements, which are attached hereto as Exhibits 10.1 and Exhibit 10.2,
respectively.
On
April
29, 2006 our Compensation Committee approved a base salary of $325,000 for
Mr.
Gerald J. Kitchen, our former Executive Vice President, General Counsel, Chief
Administrative Officer and Secretary. The new base salary is effective as of
January 1, 2006. In addition, our Compensation Committee approved a cash bonus
of $100,000 under Century’s incentive compensation plan, for the portion of 2006
Mr. Kitchen was our employee.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits
The
following exhibits are being furnished with this report:
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Exhibit
Number
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Description
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10.1
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Employment
Agreement, dated as of May 1, 2006, by and between Century Aluminum
Company and Robert R. Nielsen
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10.2
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Severance
Protection Agreement, dated as of May 1, 2006, by and between Century
Aluminum Company and Robert R.
Nielsen
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Forward-Looking
Statements
This
Current Report on Form 8-K may contain “forward-looking statements” within the
meaning of U.S. federal securities laws. The Company has based its
forward-looking statements on current expectations and projections about the
future, however, these statements are subject to risks, uncertainties and
assumptions, any of which could cause the Company's actual results to differ
materially from those expressed in its forward-looking statements. More
information about these risks, uncertainties and assumptions can be found in
the
risk factors and forward-looking statements cautionary language contained in
the
Company's Annual Report on Form 10-K and in other filings made with the
Securities and Exchange Commission. The Company does not undertake, and
specifically disclaims, any obligation to revise any forward-looking statements
to reflect the occurrence of anticipated or unanticipated events or
circumstances after the date such forward-looking statements are
made.
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.
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| Date: May
3, 2006 |
By: |
/s/
Robert R. Nielsen |
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Name:
Robert R. Nielsen |
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Title:
Executive
Vice President, General Counsel and
Secretary |
Exhibit
Index
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Exhibit
Number
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Description
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10.1
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Employment
Agreement, dated as of May 1, 2006, by and between Century Aluminum
Company and Robert R. Nielsen
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10.2
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Severance
Protection Agreement, dated as of May 1, 2006, by and between Century
Aluminum Company and Robert R.
Nielsen
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