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): May 4, 2009
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On May 4,
2009, the Company entered into a Support Agreement with Glencore AG ("Glencore")
pursuant to which Glencore agreed to vote in favor of all proposals contained in
the Company's Proxy Statement for its 2009 Annual Meeting. In exchange,
the Company granted Glencore the option to participate in future equity
offerings up to its ownership percentage on the date of such offering.
Glencore’s ownership percentage includes its ownership of shares of the
Company’s common stock and Series A Convertible Preferred Stock (on an
as-converted basis), which was approximately 48.7 percent as of March
31, 2009. This option applies to offerings by the Company for cash in a
registered public offering or a private offering pursuant to Rule 144A of the
Securities Act of 1933 or exempt transactions to five or more persons. In
addition, for an 18 month period, if the Company issues over 30 million shares
in an exchange offer involving the Company’s debt securities, Glencore would be
entitled to purchase equity securities from the Company up to its ownership
percentage immediately prior to the exchange offer at the implied per share
price received in the exchange offer. This option does not apply to (a) common
stock or other equity securities issued to officers, employees or directors of,
or consultants to, the Company or its subsidiaries pursuant to the terms of any
stock option or similar stock incentive plan adopted by the Company’s Board of
Directors, (b) common stock or other equity securities issued pursuant to any
merger, acquisition, consolidation, joint venture, strategic alliance, license
agreement or similar transaction, (c) stock splits or dividends or (d) common
stock or other equity securities issued pursuant to presently outstanding
convertible securities. The Support Agreement was approved pursuant to the
terms of the Company’s Statement of Policy Regarding Related Party Transactions.
A copy of the Support Agreement is attached as Exhibit 10.01 and is incorporated
by reference herein.
The
information in this 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.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
The
following exhibit is being furnished with this report pursuant to Item
1.01:
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Exhibit Number
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Description
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10.01
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Support
Agreement dated as of May 4, 2009, by and between Glencore AG and Century
Aluminum Company
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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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May
4, 2009
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By:
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/s/ William J. Leatherberry
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Name:
William J. Leatherberry
Title: Senior
Vice President, General Counsel and Assistant
Secretary
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Exhibit
Index
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Exhibit Number
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Description
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10.01
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Support
Agreement dated as of May 4, 2009, by and between Glencore AG and Century
Aluminum
Company
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