AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2003
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CENTURY ALUMINUM COMPANY
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3070826
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2511 GARDEN ROAD, BUILDING A, SUITE 200
MONTEREY, CALIFORNIA 93940
(831) 642-9300
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
GERALD J. KITCHEN, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL,
CHIEF ADMINISTRATIVE OFFICER AND SECRETARY
CENTURY ALUMINUM COMPANY
2511 GARDEN ROAD, BUILDING A, SUITE 200
MONTEREY, CALIFORNIA 93940
(831) 642-9300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a Copy to:
JEFFREY N. OSTRAGER, ESQ.
CURTIS, MALLET-PREVOST, COLT & MOSLE LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registrations statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
Common Stock, $0.01
par value............ 500,000 shares $6.08 $3,040,000 $246
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low prices of Century Aluminum Company common stock
on the Nasdaq National Market on March 17, 2003.
PURSUANT TO RULE 416 UNDER THE SECURITIES ACT OF 1933, TO THE EXTENT THAT
ADDITIONAL SHARES OF CENTURY ALUMINUM COMPANY COMMON STOCK MAY BE ISSUED OR
ISSUABLE AS A RESULT OF A STOCK SPLIT OR OTHER DISTRIBUTION DECLARED AT ANY TIME
BY THE BOARD OF DIRECTORS WHILE THIS REGISTRATION STATEMENT IS IN EFFECT, THIS
REGISTRATION STATEMENT IS HEREBY DEEMED TO COVER ALL OF SUCH ADDITIONAL COMMON
STOCK.
-------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT FILES
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 24, 2003
PROSPECTUS
500,000 Shares
of
[CENTURY ALUMINUM GRAPHIC]
Common Stock
YOU SHOULD READ THIS PROSPECTUS CAREFULLY BEFORE YOU INVEST.
Century Aluminum Company (the "Company") has contributed in the aggregate
500,000 shares of its common stock, par value $0.01 per share, to the Century
Aluminum Employees Retirement Plan (the "Retirement Plan") and the Century
Aluminum of West Virginia, Inc. Hourly Employees Pension Plan (the "Pension
Plan," together with the Retirement Plan, the "Plans"). This prospectus relates
to the resale, from time to time, of up to an aggregate of 100,000 shares by the
Retirement Plan and up to an aggregate of 400,000 shares by the Pension Plan.
The shares may be sold by the Plans from time to time through public or
private transactions on or off the Nasdaq National Market, and at prevailing
market prices or other prices negotiated by the investment manager on behalf of
the Plans, all as more fully described under the heading "Plan of Distribution".
Our common stock is quoted on the Nasdaq National Market under the symbol
"CENX." The last reported sale price on March 24, 2003 was $6.45 per share.
Our principal executive offices are located at 2511 Garden Road, Building A,
Suite 200, Monterey, California 93940 and our telephone number is (831)
642-9300.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 3.
-------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT
-------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------
The date of this prospectus is March __, 2003
FORWARD-LOOKING STATEMENTS
This information presented and incorporated by reference in this prospectus
contains forward-looking statements. When the Company makes these forward
looking statements, they are based on current expectations and projections about
future events. Many of these statements may be identified by the use of
forward-looking words such as "expects," "anticipates," "plans," "believes,"
"projects," "estimates," "should," "will," and "potential" and variations of
such words. These forward-looking statements are subject to risks, uncertainties
and assumptions including, among other things:
- the Company's significant indebtedness and its ability to service
its indebtedness;
- the cyclical nature of the aluminum industry and the end use markets
it serves;
- general economic and business conditions;
- efficient utilization of the Company's production facilities and
equipment;
- the cost and availability of raw materials, power and skilled labor;
- disruptions of production as a result of labor disputes, the loss of
power or for other reasons;
- the Company's dependence on a few major customers and suppliers;
- impact from environmental liabilities;
- the Company's ability to successfully implement its business
strategy; and
- the availability and cost of insurance.
Although the Company believes the expectations reflected in its
forward-looking statements are reasonable, the Company cannot guarantee its
future performance or results of operations. All forward looking statements in
this filing and any filing incorporated by reference in this filing are based on
information available to the Company on the date of such filing; however, the
Company is not obligated to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. The risks
described above should be considered when reading any forward-looking statements
in this filing. Given these uncertainties and risks, the reader should not place
undue reliance on these forward-looking statements. For additional discussion of
such risks, see "Risk Factors" below.
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RISK FACTORS
In addition to the other information or incorporated by reference included in
this prospectus, you should carefully consider the risks described below before
making an investment in our common stock. If any of the events described in the
risks below actually occurs, our business, financial condition or results of
operations could be materially adversely affected. The risks and uncertainties
described below are not the only ones facing us. Additional risks and
uncertainties not presently known to us or that we currently deem to be
immaterial may also materially and adversely affect our operations.
RISKS RELATING TO OUR BUSINESS
THE RESULTS OF OUR OPERATIONS COULD BE AFFECTED BY THE CYCLICAL NATURE OF THE
ALUMINUM INDUSTRY.
Our operating results depend on the market for primary aluminum, which is
cyclical. Historically, prices for primary aluminum have fluctuated in part due
to economic and market conditions in the United States and other countries which
affect global supply and demand. Future changes in global supply and demand
could have an adverse effect on primary aluminum prices and, in turn, have a
material adverse effect on our operating results. Aluminum end use markets,
including the automotive and building and construction sectors, are also
cyclical. When downturns occur in these sectors, decreased demand for primary
aluminum may result in lower prices for our products.
Prices for primary aluminum may decline from current levels, which would
cause our revenues to decrease. Conversely, if prices for primary aluminum
increase, our fixed price sales contracts and certain hedging transactions we
enter into can limit our ability to take advantage of favorable changes in the
price of primary aluminum.
OUR HIGH LEVEL OF INDEBTEDNESS REQUIRES SIGNIFICANT CASH FLOW TO MEET OUR DEBT
SERVICE REQUIREMENTS WHICH REDUCES CASH AVAILABLE FOR OTHER PURPOSES, LIMITS OUR
ABILITY TO BORROW AND MAKES US MORE VULNERABLE TO ECONOMIC DOWNTURNS.
We incurred a significant amount of debt in connection with our
acquisition of the Hawesville facility in April 2001 which requires significant
debt service. As of December 31, 2002, we had approximately $329.7 million of
debt, including $321.9 million of principal outstanding under our 11-3/4% senior
subordinated first mortgage notes due 2008 (the "Notes"), net of unamortized
issuance discount, and $7.8 million in industrial revenue bonds which were
assumed in connection with our acquisition of the Hawesville facility in April
2001. On January 28, 2003, we announced that we had signed a letter of intent to
purchase the 20% interest in the Hawesville facility owned by Glencore for an
expected purchase price of $105 million, a portion of which may be financed with
debt. In addition, subject to the restrictions contained in the indenture
governing the Notes, we may incur significant additional debt from time to time.
As of December 31, 2002, we would have been able to incur up to approximately
$45 to $55 million of additional indebtedness under our revolving credit
facility.
The level of our indebtedness could have important consequences to you.
For example, it could:
- limit cash flow available for capital expenditures,
acquisitions, working capital and other general corporate
purposes because a substantial portion of our cash flow from
operations must be dedicated to servicing our debt;
- increase our vulnerability to general adverse economic and
industry conditions;
- limit our flexibility in planning for, or reacting to,
competitive and other changes in our business and the industry
in which we operate;
- place us at a disadvantage compared to our competitors who may
have less debt and greater operating and financing flexibility
than we do; and
- limit, through restrictive covenants, our ability to borrow
additional funds.
Our existing financing agreements contain covenants that restrict the way we
conduct our business, which may limit our ability to pursue our growth strategy
or could cause a default if we are unable to comply with their terms.
The indenture governing the Notes contains various restrictive covenants
that limit our ability to engage in transactions such as acquisitions and
investments. These covenants may, therefore, impair our ability to pursue our
growth strategy. Moreover, our flexibility is further limited because many of
the agreements governing our indebtedness contain negative covenants that
restrict our ability to take certain other actions, such as the payment of
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dividends, as well as financial covenants that require us to meet certain
financial tests. A breach of these covenants or a failure to make any required
payments under our indebtedness could result in the acceleration of a
substantial portion of our indebtedness. In the event our indebtedness is
accelerated, it is unlikely we would be able to repay the accelerated
indebtedness.
THE MARKET FOR PRIMARY ALUMINUM IS HIGHLY COMPETITIVE.
We produce premium and commodity grade primary aluminum, and our products are
generally sold on the basis of the commodity price. We compete with numerous
other domestic and foreign producers, some of which are larger and have greater
manufacturing and financial resources and more favorable cost structures for
producing aluminum. Aluminum also competes with other materials such as steel,
plastic and glass, which may be used as alternatives for some applications
depending on relative pricing.
A SIGNIFICANT PORTION OF OUR PRODUCTS ARE SOLD TO A FEW MAJOR CUSTOMERS; THE
LOSS OF A MAJOR CUSTOMER COULD INCREASE OUR SELLING COSTS AND HAVE AN ADVERSE
EFFECT ON OUR OPERATING RESULTS.
We derived a combined total of approximately 68% of our consolidated net
sales for 2002 from Glencore, Pechiney and Southwire, our three largest
customers. We currently have long-term contracts with these major customers
which are due to expire at various times between 2005 and 2010. We cannot assure
you that we will be able to extend or replace these contracts when they expire.
Because these contracts reduce our production, marketing and distribution costs,
the loss of any of these customers or a significant reduction in the amount of
business that they do with us, could increase our selling costs and have an
adverse effect on our operating results.
GLENCORE OWNS A LARGE PERCENTAGE OF OUR COMMON STOCK AND CAN EXERT SIGNIFICANT
INFLUENCE OVER MATTERS REQUIRING SHAREHOLDER APPROVAL.
Glencore International AG (together with its affiliates, "Glencore")
owns 37.6% of our outstanding common shares and 100% of our outstanding
convertible preferred stock. Based upon its common and preferred stock
ownership, Glencore beneficially owns 41.5% of our common stock. This
ownership interest could have the effect of delaying or preventing a change in
control. In addition, as the holder of all of our issued and outstanding
convertible preferred stock, Glencore has voting rights to approve: (i) any
action by us which would adversely affect or alter the preferences and special
rights of the convertible preferred stock, (ii) the issuance of any class of
stock ranking senior to, prior to or ranking equally with the convertible
preferred stock, and (iii) any reorganization or reclassification of our capital
stock or merger or consolidation of Century Aluminum Company. Willy R.
Strothotte, the chairman of Glencore's board of directors, has been appointed by
Glencore to serve as a director on our board of directors and Craig A. Davis,
the chairman of our board of directors, is a director and former executive
officer of Glencore.
SHARED CONTROL OF PRODUCTION FACILITIES MAY IMPEDE OR IMPAIR OUR ABILITY TO
ACHIEVE OUR GOALS.
We own the Hawesville and Mt. Holly facilities with partners, and may enter
into similar arrangements in the future. Differences in views among partners may
result in delayed decisions or in failures to agree upon major matters which
could adversely affect the operation of our facilities and, in turn, our ability
to achieve our goals. With respect to these shared facilities, we are not able
to make unilateral decisions regarding certain material aspects of those
operations. In addition, although we assume that our partners will perform their
obligations under their agreements with us, if they fail to do so, we may be
required to pay additional operating expenses and our operating plans for these
facilities could be adversely affected.
DISRUPTIONS IN THE SUPPLY OF POWER OR RAW MATERIALS COULD ADVERSELY AFFECT OUR
OPERATING RESULTS.
We are subject to losses associated with the loss or interruption of
electrical power, which can be caused by equipment failure, natural disasters or
other catastrophic events. Power interruptions may have a material adverse
effect on our business because we use large amounts of electricity in the
primary aluminum production process. Any loss of power which causes an equipment
shutdown can result in the hardening or "freezing" of molten aluminum in the
pots where it is produced. If this occurs, we may experience significant losses
if the pots are damaged and require repair or replacement, a process that could
limit or shut down our production operations for a prolonged period of time.
Although we maintain property damage insurance to provide for the repair or
replacement of damaged equipment or property, as well as business interruption
insurance to mitigate losses resulting from any
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equipment failure or production shutdown caused by a catastrophic event, we may
still be required to pay significant amounts under the deductible provisions of
those insurance policies and our insurance does not cover losses resulting from
a power loss due solely from a lack of sufficient electrical power resulting
from unusually high usage in the region. In addition, certain shutdowns not
covered by insurance may constitute an event of default under our revolving
credit facility. We cannot assure you that our coverage will be sufficient to
cover all losses which may result from a catastrophic event or other cause.
We depend on a limited number of suppliers for alumina, the principal raw
material used by our reduction facilities to produce primary aluminum.
Disruptions to our supply of alumina could occur for a variety of reasons,
including disruptions of production at a particular supplier's alumina refinery
or delays in the transportation of alumina to our facilities. Such disruptions
may require us to purchase alumina on less favorable terms than under our
current arrangements.
CHANGES IN THE RELATIVE COST OF RAW MATERIALS AND ENERGY COMPARED TO THE PRICE
OF PRIMARY ALUMINUM COULD AFFECT OUR OPERATING RESULTS.
The Company's operating results are sensitive to changes in the price of
primary aluminum and the raw materials used in its production. Although Century
attempts to mitigate the effects of fluctuations in primary aluminum and raw
material prices through the use of various fixed-price commitments and financial
instruments, these efforts may limit the Company's ability to take advantage of
favorable changes in the market prices for primary aluminum or raw materials.
Electricity represents our single largest operational cost as we use
significant amounts in the primary aluminum reduction process. Most of the power
used at our existing facilities is purchased at generally favorable prices under
long-term contracts which are due to expire from 2005 through 2010. We cannot
assure you that we will be able to obtain electricity on similar terms upon the
expiration of those contracts. Furthermore, we cannot assure you that our
suppliers will be able to supply us with sufficient quantities of electricity at
all times.
WE ARE SUBJECT TO THE RISK OF UNION DISPUTES AND ADVERSE EMPLOYEE RELATIONS.
The hourly employees at the Ravenswood and Hawesville facilities are
represented by the United Steel Workers of America, or USWA. The employees at
the Mt. Holly facility are employed by Alcoa and are not unionized. There can be
no assurance that we will be able to satisfactorily renegotiate our labor
contracts at the Ravenswood and Hawesville facilities when they expire. In
addition, existing labor contracts may not prevent a strike or work stoppage at
any of these facilities in the future, and any such work stoppage could have a
material adverse effect on our financial condition and results of operations.
WE ARE SUBJECT TO A VARIETY OF ENVIRONMENTAL LAWS THAT COULD RESULT IN
LIABILITIES.
We are obligated to comply with various federal, state and other
environmental laws and regulations in the ordinary course of our manufacturing
process. Applicable environmental laws and regulations may expose us to costs or
liabilities relating to our manufacturing operations or property ownership. We
incur operating costs and capital expenditures on an ongoing basis to ensure our
compliance with applicable environmental laws and regulations. In addition, we
are currently and may in the future be responsible for the cleanup of
contamination at some of our current and former manufacturing facilities. Our
known liabilities, based on current information, are not expected to have a
material adverse effect on our operating results. However, if more stringent
compliance or cleanup standards under environmental laws or regulations are
imposed, or previously unknown environmental conditions are discovered, or if
contributions from other responsible parties are not available, we may be
subject to additional liability. Further, there can be no assurance that
additional environmental matters for which we may be liable will not arise in
the future at our present sites where no problem is currently known, at sites
previously owned or operated by us, by related corporate entities or by
predecessors, or at sites that we may acquire in the future. We cannot assure
you that future capital expenditures and costs for environmental compliance or
cleanup will not have a material adverse effect on our future financial
condition, results of operations or liquidity.
RISKS RELATING TO OUR COMMON STOCK
WE CANNOT ASSURE YOU THAT WE WILL PAY DIVIDENDS ON OUR COMMON STOCK.
We maintained a dividend policy that resulted in the declaration and payment
of a $0.05 per share quarterly dividend on our common stock beginning with the
first full quarter following the initial public offering of our
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common stock in April 1996 through the quarter ended September 30, 2002.
However, the indenture governing our senior secured first mortgage notes
contains, among other things, restrictions on the payment of dividends. As a
result, we suspended our common and preferred stock dividends in the fourth
quarter of 2002 because we were close to the limit on allowable dividend
payments under the covenants in our indenture. In addition to restrictions on
dividend payments under the indenture, we are also subject to covenants which
restrict our ability to pay dividends under the terms of our revolving credit
facility. In addition to meeting the requirements of our indenture and credit
facility, any future declaration of dividends on our common stock will be
subject to the discretion of our board of directors. The timing, amount and form
of dividends, if any, will depend, among other things, on our results of
operations, financial condition, cash requirements, obligations with respect to
our convertible preferred stock and other factors deemed relevant by our board
of directors. In addition, we will be obligated to pay any accrued but unpaid
dividends on our preferred stock before we pay any dividends on our common
stock. Accordingly, we cannot assure you that we will declare and pay dividends
on our common stock in the near future.
PROVISIONS IN OUR CHARTER DOCUMENTS AND STATE LAW MAY MAKE IT DIFFICULT FOR
OTHERS TO OBTAIN CONTROL OF OUR COMPANY, EVEN THOUGH SOME STOCKHOLDERS MAY
CONSIDER IT TO BE BENEFICIAL.
Certain provisions of our Restated Certificate of Incorporation and Amended
and Restated Bylaws, as well as provisions of the Delaware General Corporation
Law (the "DGCL"), may have the effect of delaying, deferring or preventing a
change of control of our company, including transactions in which our
stockholders might otherwise have received a substantial premium for their
shares over then current market prices. For example, these provisions:
- give authority to our board of directors to issue preferred stock and to
determine the price, rights, preferences, privileges and restrictions of
those shares without any stockholder vote;
- provide, under our charter documents, for a board of directors consisting
of three classes, each of which serves for a different three year term;
- require stockholders to give advance notice prior to submitting proposals
for consideration at stockholders' meetings or to nominate persons for
election as directors; and
- restrict, under the DGCL, mergers and other business combinations between
us and any holder of 15% or more of our outstanding common stock.
In addition, certain of our officers have entered into severance compensation
agreements that will provide for cash payments and acceleration of benefits in
the event of specified corporate changes, including a change in control of our
company. Our 1996 Stock Incentive Plan also provides for acceleration of the
ability to exercise of stock options and the vesting of performance shares upon
a change of control, and our Non-Employee Directors Stock Option Plan provides
for acceleration of the exercisability of stock options upon a change of
control. These arrangements also may inhibit a change in control of our company.
OUR STOCK PRICE MAY BE VOLATILE.
Our common stock has experienced significant price volatility from time to
time, and this volatility may continue in the future. The market price for our
common stock may be affected by a number of factors, including quarterly
variations in our results of operations, changes in earnings estimates or
recommendations by securities analysts, developments in our industry and sales
of substantial numbers of shares of our common stock in the public market. In
addition, general economic, political and market conditions and other factors
unrelated to our operating performance may materially adversely affect the
market price of our common stock.
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities and
Exchange Act of 1934, as amended, and file annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission, or "SEC." Our SEC filings are available to the public over the
Internet on the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information we file with
the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file with the SEC
after the date of this prospectus will automatically update and supersede
information on file with the SEC as of the date of this prospectus. We
incorporate by reference:
SEC FORM DATE FILED
Our Annual Report on Form 10-K for the year ended
December 31, 2002 March 24, 2003
Registration Statement on Form 8-A, containing a
description of our common stock March 4, 1996
Our amended definitive proxy statement on Schedule 14A June 4, 2002
Our definitive proxy statement on Schedule 14A May 21, 2002
We incorporate by reference additional documents that we may file with the
SEC after the date of this prospectus until this offering is completed,
including future filings under Sections 13(a), 13(c) or 15(d) of the Securities
Exchange Act of 1934, as amended.
We encourage you to read our periodic and current reports. Not only do we
think these items are interesting reading, we believe these reports provide
additional information about our company that prudent investors find important.
You can obtain a copy of any or all of the information that we have incorporated
by reference in this prospectus from the SEC, through the SEC's website or at
the address provided above, or you may request a copy from us, which will be
provided at no cost, by writing or telephoning us at:
Century Aluminum Company
2511 Garden Road
Building A, Suite 200
Monterey, California 93940
Attention: Corporate Secretary
Tel.: (831) 642-9300
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OUR COMPANY
Century Aluminum Company ("Century" or the "Company") is a leading North
American producer of primary aluminum. Our aluminum reduction facilities produce
premium and commodity grade primary aluminum products ranging from molten
aluminum to premium cast products such as high-purity foundry ingot and billet.
Century is the second largest primary aluminum producer in the United States,
behind Alcoa Inc., having produced over 1.0 billion pounds of primary aluminum
in 2002 with net sales of $711.3 million.
USE OF PROCEEDS
The shares being offered pursuant to this prospectus are for the account of
the Plans. Accordingly, we will not receive any proceeds from the sale of shares
offered by this prospectus.
SELLING SHAREHOLDERS
The Plans hold their assets in trusts formed for the benefit of all of the
Company's salaried employees and the hourly employees of Century Aluminum of
West Virginia, Inc. The Plans and the trusts are intended to be tax-qualified
under the Internal Revenue Code of 1986, as amended. The Plans are funded by
Company contributions, which are held for the sole benefit of the Plans'
participants and their beneficiaries and to pay proper expenses related to the
administration of the Plans.
To meet our funding obligation to the Plans, our Board of Directors
authorized the contribution of a total of 500,000 shares of our common stock to
the Plans in the quarter ended December 31, 2002. Prior to our contribution, the
Plans owned no shares of our common stock. Following our contribution, the
Retirement Plan owned 100,000 shares of our common stock, which represents
approximately 0.5% of the outstanding shares of our common stock, and the
Pension Plan owned 400,000 shares of our common stock, which represents 2% of
the outstanding shares of our common stock.
It is contemplated that the investment manager which has been designated in
accordance with the terms of the Plans will have sole and absolute discretion to
make decisions regarding the retention or sale of some or all of the shares held
by each of the Plans, subject to the terms of the investment management
agreement for the Plans.
PLAN OF DISTRIBUTION
The Plans, at the direction of an investment manager, may sell shares on any
market in which our common stock is traded, through underwriters, in a private
transaction or otherwise.
Market sales may be effected from time to time in one or more transactions
(which may involve block transactions):
- on any of the U.S. securities markets on which our common stock is
listed, including the Nasdaq National Market, in transactions that
may include special offerings, exchange distributions pursuant to
and in accordance with the rules of such exchanges.
- in the over-the-counter market
- in transactions otherwise than on such exchanges or in the
over-the-counter market or
- in a combination of any such transactions.
Such transactions may be effected by the Plans at market prices prevailing at
the time of the sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The Plans may effect such transactions by selling shares to or through
brokers-dealers, and such brokers-dealers may receive compensation in the form
of discounts or commissions from the trusts and may receive commissions from the
purchasers of shares for whom they may act as agent.
In the case of an underwritten offering, a prospectus supplement with respect
to an offering of shares will set
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forth the terms of the offering of the shares, including the name or names of
the underwriters, the purchase price and the proceeds to the Plans from such
sale, any underwriting discounts and other items constituting underwriters'
compensation, the public offering price and any discounts or concessions allowed
or reallowed or paid to dealers. The shares will be acquired by the underwriters
for their own account and may be sold from time to time in one or more
transactions at a fixed public offering price determined at the time of sale.
Unless otherwise set forth in the prospectus supplement, the obligations of the
underwriters to purchase shares will be subject to conditions precedent and the
underwriters will be obligated to purchase all the shares if any are purchased.
The public offering price and any discounts or concessions allowed or reallowed
or paid to dealers may be changed from time to time. Underwriters may be
entitled under agreements entered into with the trustee to indemnification
against civil liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which the underwriters may be required to
make in respect thereof. Underwriters may engage in transactions with, or
perform services for, us in the ordinary course of business.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 50,000,000 shares of common stock,
par value $0.01 per share, and 5,000,000 shares of preferred stock, par value
$0.01 per share. As of February 28, 2003, we had outstanding 21,070,210 shares
of our common stock and 500,000 shares of our convertible preferred stock.
The following summary description does not purport to be complete and is
qualified in its entirety by reference to the Delaware General Corporation Law,
or DGCL, and our restated certificate of incorporation and amended and restated
bylaws, which are both incorporated by reference in the registration statement
of which this prospectus is a part and copies of which are available upon
request. See "Where You Can Find More Information." Reference is made to the
DGCL, our certificate of incorporation and our bylaws for a detailed description
of the provisions we have summarized below.
COMMON STOCK
Holders of our common stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders, including the election of
directors. Our certificate of incorporation does not provide for cumulative
voting in the election of directors. Accordingly, holders of a majority of the
shares of our common stock entitled to vote in any election of directors may
elect all the directors standing for election. Subject to any preferential
rights of any outstanding series of preferred stock created by our board of
directors, the holders of our common stock are entitled to receive ratably such
dividends, if any, as may be declared from time to time by our board of
directors from funds which are legally available for that purpose. Upon the
liquidation, dissolution or winding up of Century Aluminum, the holders of our
common stock are entitled to receive ratably any of our net assets available
after the payment of all debts and other liabilities and subject to the prior
rights of any outstanding preferred stock. Holders of our common stock have no
preemptive, subscription, redemption or conversion rights. All shares of our
common stock currently outstanding are fully paid and nonassessable. The rights,
preferences and privileges of holders of our common stock are subject to, and
may be adversely affected by, the rights of the holders of shares of any series
of our preferred stock which are currently outstanding or which we may designate
and issue in the future.
PREFERRED STOCK
Under our certificate of incorporation, our board of directors is authorized
to issue up to 5,000,000 shares of preferred stock without any vote or action by
the holders of our common stock. Our board of directors may issue preferred
stock in one or more series and determine for each series the dividend rights,
conversion rights, voting rights, redemption rights, liquidation preferences,
sinking fund terms and the number of shares constituting that series, as well as
the designation thereof. Depending upon the terms of preferred stock established
by our board of directors, any or all of the preferred stock could have
preference over the common stock with respect to dividends and other
distributions and upon the liquidation of the Company. In addition, issuance of
any shares of preferred stock with voting powers may dilute the voting power of
the outstanding common stock.
Convertible preferred stock
Glencore currently holds 500,000 shares of our 8.0% cumulative convertible
preferred stock , which has a par value of $0.01 per share and a liquidation
preference of $50 per share. Following is a summary of the principal terms of
the convertible preferred stock.
9
- Dividends. The holders of the convertible preferred stock are entitled to
receive fully cumulative cash dividends at the rate of 8% per annum per share
accruing daily and payable when declared quarterly in arrears.
- Optional conversion. Each share of convertible preferred stock may be
converted at any time, at the option of the holder, into shares of our common
stock, at a price of $17.92, subject to adjustment for stock dividends, stock
splits and other specified corporate actions.
- Voting rights. The holders of convertible preferred stock have limited voting
rights to approve: (1) any action by us which would adversely affect or alter
the preferences and special rights of the convertible preferred stock, (2)
the authorization of any class of stock ranking senior to, prior to or
ranking equally with the convertible preferred stock, and (3) any
reorganization or reclassification of our capital stock or merger or
consolidation of Century Aluminum Company.
- Optional redemption. After April 2, 2004, we may redeem the convertible
preferred stock at our option for cash at a price of $52 per share, plus
accrued and unpaid dividends to the date of redemption, declining ratably to
$50 at the end of the eighth year.
- Transferability. Our convertible preferred stock is freely transferable in a
private offering or any other transaction which is exempt from, or not
subject to, the registration requirements of the Securities Act and any
applicable state securities laws.
- Preference. Our convertible preferred stock has preference over the common
stock with respect to dividends and certain other distributions and upon the
liquidation of the Company.
CERTAIN PROVISIONS THAT MAY HAVE AN ANTI-TAKEOVER EFFECT
The provisions of our certificate of incorporation and bylaws and the DGCL
summarized in the following paragraphs may have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt, including those
attempts that might result in a premium over the market price for the shares
held our stockholders.
Issuance of preferred stock. Our certificate of incorporation provides our
board of directors with the authority to issue shares of preferred stock and to
set the voting rights, preferences and other terms thereof.
Business combinations. Our certificate of incorporation requires either:
(i) the approval of a majority of the disinterested directors, (ii) the approval
of the holders of at least two-thirds of the outstanding voting shares of
Century Aluminum Company, or (iii) the satisfaction of certain minimum price
requirements and other procedural requirements, as preconditions to certain
business combinations with, in general, a person who is the beneficial owner,
directly or indirectly, of 10% or more of the combined voting power of our
outstanding voting stock.
Classified board. Our certificate of incorporation provides for a
classified board of directors consisting of three classes as nearly equal in
size as is practicable. Each class holds office until the third annual meeting
for election of directors following the election of such class.
Number of directors; removal; vacancies. Our certificate of incorporation
provides that the number of directors shall not be less than three nor more than
nine members. The directors shall have the exclusive power and right to set the
exact number of directors within that range from time to time by resolution
adopted by vote of a majority of the entire board of directors. The board can
only be increased over nine members through amendment of our restated
certificate of incorporation which requires a resolution of the board and the
affirmative vote of the holders of at least two-thirds of the outstanding shares
of stock generally entitled to vote, voting as a class.
Our certificate of incorporation and bylaws further provide that directors
may be removed only for cause and then only by the affirmative vote of the
holders of at least two-thirds of the outstanding shares of stock generally
entitled to vote in the election of directors, voting as a class. In addition,
interim vacancies or vacancies created by an increase in the number of directors
may be filled only by a majority of directors then in office. The foregoing
provisions would prevent stockholders from removing incumbent directors without
cause and filling the resulting vacancies with their own nominees.
No stockholder action by written consent; special meetings. Our
certificate of incorporation generally provides that stockholder action may be
taken only at an annual or special meeting of stockholders and cannot be taken
by written consent in lieu of a meeting. Our certificate of incorporation and
bylaws also provide that, subject
10
to the rights of the holders of any class or series of our preferred stock,
special meetings of the stockholders may only be called pursuant to a resolution
adopted by a majority of the board of directors or the executive committee.
Stockholders are not permitted to call a special meeting or to require the board
or executive committee to call a special meeting of stockholders. Any call for a
meeting must specify the matters to be acted upon at the meeting. Stockholders
are not permitted to submit additional matters or proposals for consideration at
any special meeting.
Stockholder proposals. The bylaws establish an advance notice procedure
for nominations (other than by or at the direction of our board of directors) of
candidates for election as directors at, and for proposals to be brought before,
an annual meeting of stockholders. Subject to any other applicable requirements,
the only business that may be conducted at an annual meeting is that which has
been brought before the meeting by, or at the direction of, the board or by a
stockholder who has given to the secretary of the Company timely written notice,
in proper form, of the stockholder's intention to bring that business before the
meeting. In addition, only persons who are nominated by, or at the direction of,
the board, or who are nominated by a stockholder who has given timely written
notice, in proper form, to the secretary prior to a meeting at which directors
are to be elected, will be eligible for election as directors.
Amendment of certain certificate provisions or bylaws. Our certificate of
incorporation requires the affirmative vote of the holders of at least
two-thirds of the outstanding shares of our stock generally entitled to vote to
amend the foregoing provisions of our certificate of incorporation and the
bylaws.
Section 203 of the DGCL. Century Aluminum Company is subject to Section
203 of the DGCL, which generally prohibits a publicly-held Delaware corporation
from engaging in a "business combination" with an "interested stockholder" for a
period of three years after the time of the transaction in which the person
became an interested stockholder, unless:
- prior to such time the board of directors of the corporation
approved either the business combination or the transaction in which
the person became an interested stockholder;
- upon consummation of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the outstanding stock of the
corporation, excluding shares owned by directors who are also
officers of the corporation and shares owned by certain employee
stock plans; or
- on or after such time the business combination is approved by the
board of directors of the corporation and by the affirmative vote of
at least two-thirds of the outstanding voting stock of the
corporation that is not owned by the interested stockholder.
A "business combination" generally includes mergers, asset sales and
similar transactions between the corporation and the interested stockholder, and
other transactions resulting in a financial benefit to the interested
stockholder. An "interested stockholder" is a person who, together with
affiliates and associates, owns 15% or more of the corporation's voting stock or
who is an affiliate or associate of the corporation and, together with his
affiliates and associates, has owned 15% or more of the corporation's voting
stock within three years.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is Computershare
Investor Services, LLC.
11
LEGAL MATTERS
The validity of the common stock offered through this prospectus will be
passed upon for us by Curtis, Mallet-Prevost, Colt & Mosle LLP, New York, New
York. Roman A. Bninski, a partner of Curtis, Mallet-Prevost, Colt & Mosle LLP is
a director of Century Aluminum Company.
EXPERTS
The consolidated financial statements and related financial statement
schedule incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
12
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be paid by the
registrant in connection with the sale and distribution of the securities being
registered. All of the amounts shown are estimated, except the SEC registration
fee.
SEC registration fee.................................... $ 246
Legal fees and expenses................................. $15,000
Accounting fees and expenses............................ $10,000
Miscellaneous expenses.................................. $ 5,000
-------
Total............................................ $30,246
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), the restated certificate of incorporation of Century Aluminum
Company contains a provision to limit the personal liability of our directors
for violations of their fiduciary duties. This provision eliminates each
director's liability to Century Aluminum Company or its stockholders for
monetary damages for breach of fiduciary duties as a director, except for
liability: (i) for any breach of the director's duty of loyalty to Century
Aluminum Company or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL providing for liability of directors for
unlawful payment of dividends or unlawful stock purchase or redemption, or (iv)
for any transaction from which the director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.
Section 145 of the DGCL provides that a corporation may indemnify any
person, including officers and directors, who are, or are threatened to be made,
parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer, director, employee or agent of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of such corporation, as a director, officer, employee or agent
of another corporation. The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided such officer, director, employee or agent acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests and, for criminal proceedings, had no reasonable cause to believe that
his conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in defense
of any action referred to above, the corporation must indemnify him against the
expenses which such officer or director actually or reasonably incurred. The
restated certificate of incorporation for Century Aluminum Company provides for
indemnification to the fullest extent permitted by Section 145 of the DGCL of
all persons who we have the power to indemnify under such section. The restated
by-laws for Century Aluminum Company provide for indemnification of officers and
directors to the fullest extent permitted by the DGCL. In addition, we maintain
officers' and directors' liability insurance which insures against liabilities
that our officers and directors may incur in such capacities.
The Company maintains directors' and officers' liability insurance.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
3.1 Restated Certificate of Incorporation of Century Aluminum Company
(incorporated by reference to the Company's Form S-1 Registration
Statement, as amended, Registration No. 33-95486)
3.2 Amended and Restated Bylaws of the Company (incorporated by reference
to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999)
5.1 Opinion of Curtis, Mallet-Prevost, Colt & Mosle, LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Curtis, Mallet-Prevost, Colt & Mosle LLP (included in
Exhibit 5.1)
24.1 Powers of Attorney (included in signature page)
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
iii. To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, That paragraphs (a)1(i) and (a)(1)(ii) of
this section do not apply if
13
the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
4. For purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to the initial bona fide
offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by any such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether or not such indemnification by
it is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue.
14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monterey, State of California, on the 24th day of
March 2003
Century Aluminum Company
By: /s/ Gerald J. Kitchen
--------------------------------------------------
Name: Gerald J. Kitchen
Title: Executive Vice President, General Counsel,
Chief Administrative Officer and Secretary
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Gerald A. Meyers and Gerald J. Kitchen and each of them, with
full power of substitution, to execute in the name and on behalf of such person
any amendment or any post-effective amendment to this Registration Statement and
to file the same, with any exhibits thereto and other documents in connection
therewith, making such changes in this Registration Statement as the Registrant
deems appropriate, and appoints each of Gerald A. Meyers and Gerald J. Kitchen
and each of them, with full power of substitution, attorney-in-fact to sign any
amendment and any post-effective amendment to this Registration Statement and to
file the same, with any exhibits thereto and other documents in connection
therewith.
SIGNATURE TITLE DATE
/s/ CRAIG A. DAVIS Chairman March 24, 2003
-------------------------
Craig A. Davis
/s/ WILLIAM HAMPSHIRE Vice-Chairman March 24, 2003
-------------------------
William R. Hampshire
/s/ GERALD A. MEYERS President, Chief Executive Officer, March 24, 2003
------------------------- and Director (Principal Executive
Gerald A. Meyers Officer)
/s/ DAVID W. BECKLEY Executive Vice President and March 24, 2003
------------------------- Chief Financial Officer
David W. Beckley (Principal Financial Officer
and Principal Accounting Officer)
/s/ ROMAN A. BNINSKI Director March 24, 2003
-------------------------
Roman A. Bninski
/s/ JOHN C. FONTAINE Director March 24, 2003
-------------------------
John C. Fontaine
/s/ WILLY R. STROTHOTTE Director March 24, 2003
-------------------------
Willy R. Strothotte
/s/ JOHN P. O'BRIEN Director March 24, 2003
-------------------------
John P. O'Brien
/s/ STUART M. SCHREIBER Director March 24, 2003
-------------------------
Stuart M. Schreiber
/s/ ROBERT E. FISHMAN Director March 24, 2003
-------------------------
Robert E. Fishman
15
EXHIBIT DESCRIPTION OF EXHIBIT
NUMBER
3.1 Restated Certificate of Incorporation of Century Aluminum Company
(incorporated by reference to the Company's Form S-1 Registration
Statement, as amended, Registration No. 33-95486)
3.2 Amended and Restated Bylaws of the Company, (incorporated by
reference to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999)
5.1 Opinion of Curtis, Mallet-Prevost, Colt & Mosle, LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Curtis, Mallet-Prevost, Colt & Mosle LLP (included in
Exhibit 5.1)
24.1 Powers of Attorney (included in signature page)
16