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): March 27, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On March 27, 2009, Century Aluminum Company
(“Century”) finalized the terms and conditions of the separation from Century of
Mr. Giulio Casello, Senior Vice President of Business
Development. Mr. Casello’s termination of service with the Company
will become effective on April 30, 2009.
Mr.
Casello will receive the following severance benefits:
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·
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a
lump-sum severance payment equal to 9 months’ base salary, net of
applicable withholdings and deductions;
and
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·
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reimbursement
of reasonable relocation and moving expenses back to Australia; and of
reasonable closing costs and expenses in connection with the sale of his
house in California.
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Mr.
Casello’s incentive compensation will be treated as follows:
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·
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with
regard to the Company’s 2009 Annual Incentive Plan, Mr. Casello will
receive, at his election, $50,000 or a future prorated payment based on
the number of days he was employed in 2009 and the amount of such award as
may be paid to senior executives for 2009;
and
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·
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as
to the Company’s 2007-2009 Long-Term Incentive Plan (“LTIP”) and 2008-2010
LTIP, such amounts as and when they are paid by the Company to its senior
executives, in accordance with the Company’s practices then prevailing for
its former
employees.
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****
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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April
2, 2009
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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 and
Secretary
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