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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 31, 2005
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Century Aluminum Company
(Exact name of registrant as specified in its charter)
Delaware 0-27918 13-3070826
(State or other (Commission File Number) (IRS Employer )
jurisdiction of Identification No.
Incorporation)
2511 Garden Road
Building A, Suite 200
Monterey, California 93940
(Address of principal executive offices) (Zip Code)
(831) 642-9300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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))
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On March 31, 2005, Century Aluminum Company (the "Company") issued a press
release announcing that Jack E. Thompson had been elected to serve as a member
of the Company's Board of Directors (the "Board"). A copy of the press release
is attached as Exhibit 99.1. The Board elected Mr. Thompson to serve as a
director on March 31, 2005 to fill a vacancy on the Board. Mr. Thompson will
serve on the Board's Audit and Compensation Committees. There are no
arrangements or understandings between Mr. Thompson and any other person
pursuant to which Mr. Thompson was selected as a director. In addition, the
Company is not aware of any transaction requiring disclosure herein pursuant to
Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed with this report:
Exhibit Number Description
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99.1 Press Release, dated March 31, 2005, announcing the
election of Jack E. Thompson as a director on
the Company's Board of Directors.
Forward-Looking Statements
This Current Report on Form 8-K and the press release attached as an
exhibit hereto 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.
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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.
CENTURY ALUMINUM COMPANY
Date: April 4, 2005 By: /s/ Gerald J. Kitchen
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Name: Gerald J. Kitchen
Title: Executive Vice President,
General Counsel, Chief
Administrative Officer
and Secretary
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Exhibit Index
Exhibit Number Description
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99.1 Press Release, dated March 31, 2005, announcing the election
of Jack E. Thompson as a director on the Company's
Board of Directors.
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