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): August 8, 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
(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:
□
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
□
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
Board
of Director Fees
On
August
8, 2006, the Compensation Committee of the Board of Directors (the “Board”) of
Century Aluminum Company (“Century”) approved an increase in the compensation
paid to non-employee directors for their service as a director. Directors
who
are employees of the Century are not compensated for their service on the
Board.
Effective July 1, 2006, each non-employee director will receive an annual
retainer of $35,000 and a fee of $2,000 per board or board committee meeting
attended. The Chairman of each of the Compensation, and Governance and
Nominating Committees will receive an additional annual retainer of $5,000.
The
Chairman of the Audit Committee will receive an additional annual retainer
of
$10,000, as well as an additional $1,000 per audit committee meeting attended.
All directors are reimbursed for their travel and other expenses incurred
in
attending Board and Board Committee meetings. Under Century’s Amended and
Restated 1996 Stock Incentive Plan, each non-employee director continuing
in
office after the annual meeting of stockholders will also receive options
to
purchase 3,000 shares of Century’s common stock. The options are granted on the
business day following the annual stockholders’ meeting at the average of the
high and low price of Century’s common stock on that date.
Amendment
to Loan Agreement
On
August
8, 2006, Nordural ehf (“Nordural”), a wholly-owned subsidiary of Century,
amended its $365 million senior term loan facility (the “Term Loan Facility”)
with Landsbanki Íslands hf., Kaupthing Bank hf., Nordic Investment Bank,
Íslandsbanki, HSH Nordbank A.G., Credit Suisse First Boston International
and
Fortis SA/NV (collectively the “Lenders”) to extend the period of time during
which Nordural may make draws under the facility from September 30, 2006
to
February 28, 2007.
Nordural
has used amounts borrowed under the Term Loan Facility to fund its ongoing
expansion of the production capacity at Century’s primary aluminum reduction
facility in Grundartangi, Iceland from 90,000 metric tons per year (“MTPY”) to
260,000 MTPY. As of August 8, 2005, Nordural had $291 million in principal
amount outstanding under the Term Loan Facility. Amounts borrowed under
the Term
Loan Facility may be drawn down in minimum amounts of $10 million, and
whole
multiples of $1 million in excess thereof, on the 25th day of any month.
Nordural intends to draw the entire $365 million available under the
Term Loan
Facility to finance the ongoing expansion of the Nordural
facility.
The
full
terms and conditions of the Term Loan Facility are contained in the Loan
Agreement between Nordural and the Lenders, which was included as Exhibit
10.1
to the Century’s Registration Statement on Form
S-1/A, as filed with the SEC on February 16, 2005.
Nordural
Tolling Agreement
On
August
8, 2006, the Audit Committee of the Board approved a term sheet setting
forth
the basic terms and conditions of a toll conversion agreement (the “New Toll
Agreement”) between Nordural and Glencore AG (“Glencore”), a subsidiary of
Glencore International AG. Nordural and Glencore had entered into a toll
conversion agreement in August 2004 that covers the first 90,000 MTPY of
the
expansion capacity being added to the Nordural facility. Under the New
Tolling
Agreement, the Nordural facility will use 40,000 MTPY of expansion capacity
to
convert alumina supplied by Glencore to primary aluminum for a fee based
on the
price for primary aluminum on the London Metals Exchange. The term of the
New
Toll Agreement will commence upon the completion of the current expansion
project, which is expected to be in the fourth quarter of 2007, and run
through
December 31, 2014.
The
full
terms and conditions of the New Tolling Agreement will be set forth in
an
exhibit to Century’s Quarterly Report on Form 10-Q for the period ended
September 30, 2006.
Forward
-Looking Statements
The
information in this Form 8-K may contain "forward-looking statements" within
the
meaning of U.S. federal securities laws. Century 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 Century's actual results to differ
materially from those expressed in its forward-looking statements. More
information about Century’s risks, uncertainties and assumptions (including
risks relating to union disputes) can be found in the risk factors and
forward-looking statements cautionary language contained in Century's Annual
Report on Form 10-K, its Quarterly Reports on Form 1O-Q and in other filings
made with the Securities and Exchange Commission. Century 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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CENTURY
ALUMINUM COMPANY
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Date:
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August
14, 2006
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By:
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/s/
Robert R. Nielsen
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Name:
Robert R. Nielsen
Title:
Executive Vice President, General Counsel and
Secretary
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