UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): April 30, 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
(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
On
August
14, 2006, Century Aluminum Company (“Century”)
filed
a Form 8-K to report that the Audit Committee of Century’s Board of Directors
had approved a term sheet ( “Term
Sheet”)
setting forth the basic terms and conditions of a toll conversion agreement
between Nordural ehf (“Nordural”),
a
wholly-owned subsidiary of Century, and Glencore AG (“Glencore”),
a
subsidiary of Glencore International AG. On April 30, 2007, Nordural and
Glencore entered into a definitive Toll Conversion Agreement (the “Agreement”)
which
superceded and replaced the Term Sheet. Nordural, which Century acquired in
April 2004, is an Icelandic company that owns and operates a 220,000 metric
ton
per year (“MTPY”)
primary aluminum reduction facility located in Grundartangi, Iceland (the
“Nordural
Facility”).
Upon
completion of an ongoing expansion project, which is expected to be completed
in
the last quarter of 2007, the Nordural Facility’s production capacity will
increase to 260,000 MTPY.
Under
the
Agreement, Nordural will use the additional 40,000 MTPY of expansion capacity
to
convert alumina supplied by Glencore into primary aluminum for a fee that will
be based on the price for primary aluminum on the London Metals Exchange.
Although the Agreement is effective from April 30, 2007, deliveries will run
from the completion of the expansion through December 31, 2014.
The
foregoing description of the Agreement is qualified in its entirety by reference
to the full terms and conditions of the Agreement, which will be filed as an
exhibit to Century’s Quarterly Report on Form 10-Q for the period ended June 30,
2007.
Forward-Looking
Statements
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.
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, 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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