================================================================================
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): May 4, 2005
----------
CENTURY ALUMINUM COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-27918 13-3070826
(State or other jurisdiction of (Commission File Number) (IRS Employer 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))
================================================================================
ITEM 2.02. RESULTS OF OPERATION AND FINANCIAL CONDITION
ITEM 7.01 REGULATION FD DISCLOSURE
On May 4, 2005, Century Aluminum Company (the "Company") issued an
earnings release announcing its results of operations for the quarter ended
March 31, 2005. A copy of the Company's earnings release is attached hereto as
Exhibit 99.1.
The Company will hold a follow-up conference call on Thursday, May 5,
at 1:30 p.m. Eastern Time. The dial-in number within the United States is (877)
777 1972 and the International dial-in number is (651) 291-5254. These telephone
numbers operate in the listen-only mode.
A playback number has been established for those unable to participate
in the conference call. Playback begins at 5:00 p.m. Eastern Time on Thursday,
May 5, 2005, and ends at 11:59 p.m. Eastern Time on Saturday, May 7, 2005. The
playback number within the United States is (800) 475-6701 and International
(320) 365-3844, the access code is 777799. After May 7, 2005, interested parties
will be able to access an archived transcript of the call that will be posted in
the Investors section of the Company's web site located at
www.centuryaluminum.com. The transcript will remain available on the Company's
website for six months.
The information in this Form 8-K and Exhibit 99.1 attached hereto shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, nor shall it be deemed incorporated by reference in any filing made by
the Company under the Securities Act of 1933, whether made before or after the
date hereof, except as shall be expressly set forth by specific reference in
such filing.
The information in this Form 8-K and Exhibit 99.1 attached 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.
2
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
The following exhibit is being furnished with this report pursuant to
Items 2.02 and 7.01:
Exhibit Number Description
-------------- -----------
99.1 Press Release, dated May 4, 2005, announcing the Company's
results of operations for the quarter ended March 31, 2005.
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: May 5, 2005 By: /s/ Peter C. McGuire
-------------- ---------------------------------------------------
Name: Peter C. McGuire
Title: Vice President and Associate General Counsel
3
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Press Release, dated May 4, 2005, announcing the Company's
results of operations for the quarter ended March 31, 2005.