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): February 28, 2007
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:
□
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
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b)
- (c)
- (e) On February 28, 2007, Century Aluminum Company (the “Company”) issued a
press release announcing that Wayne R. Hale has been appointed as Executive
Vice
President and Chief Operating Officer of the Company effective March 1, 2007,
succeeding E. Jack Gates who will resign from those positions effective upon
Mr.
Hale’s appointment. A copy of the Company's press release is attached as Exhibit
99.1 and is incorporated herein by reference. The terms of Mr. Hale’s employment
include a base salary of $450,000, one-time signing and relocation bonuses
totaling $300,000, options for 50,000 shares of Company stock, participation
in
the Company's Incentive Compensation Plan with a minimum annual bonus for 2007
of $225,000, a service-based performance share grant of 25,000 shares,
participation in the Company's performance share program, customary relocation
expenses and participation in certain benefits under the Company's supplemental
executive retirement plan.
Following
his resignation as Executive Vice President and Chief Operating Officer of
the
Company, Mr. Gates will continue as an employee of the Company through June
30,
2007, when he will retire. Following his retirement date, Mr. Gates has agreed
to serve as a consultant to the Company from July 1, 2007 through December
31,
2007 (the “Consulting Term”). Mr. Gates will be paid a minimum of $70,000 during
the Consulting Term, which will compensate Mr. Gates for providing consulting
services for up to an aggregate of 35 days. Mr. Gates will be paid an additional
$2,000 for each day during the Consulting Term he provides consulting services
in excess of 35 days.
Mr.
Hale,
51, served from April 2004 to February 2007, as Senior Vice President of
Sual-Holding, an integrated aluminum company headquartered in Moscow, Russia.
Before joining Sual-Holding, he served from April 2000 to April 2004, in various
senior management positions with Kennecott Utah Copper Corporation, an upstream
copper mining and smelting company, and a subsidiary of Rio Tinto PLC, including
as Chief Operating Officer from April 2002 to April 2004. From December 1997
through 2000, Mr. Hale served as President, Primary Products Division for Kaiser
Aluminum & Chemical Corporation.
The
Company is not aware of any relationship or transaction requiring disclosure
herein pursuant to Item 401(d) or Item 404(a) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits
The
following exhibits are filed with this report:
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Exhibit
Number
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Description
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99.1
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Press
Release, dated February 28, 2007
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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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February
28, 2007
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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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