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): November 6,
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:
o Written
communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
o 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
1.01 Entry into a Material Definitive Agreement
On
November 6, 2007, Century Aluminum
Company (“Century”) and Glencore AG (“Glencore”), a subsidiary of Glencore
International AG, agreed to a term sheet (“Term Sheet”) setting forth all basic
terms for an Alumina Purchase Agreement. The Term Sheet provides that
Glencore will supply Century with 290,000 metric tons (“MT”) of alumina in 2010;
365,000 MT in 2011; 450,000 MT in 2012; 450,000 MT in 2013 and 730,000
MT in
2014. The price of the alumina is indexed to the price for primary
aluminum as quoted on the London Metals Exchange. Century and
Glencore are currently preparing an Alumina Purchase Agreement based on
the Term
Sheet for execution.
Glencore
is Century’s largest stockholder and owns approximately 28.6% of its outstanding
common stock. Glencore is an important business partner, as a
customer, a supplier of alumina to Century’s facilities, and as a counterparty
to its hedges. Mr. Craig A. Davis, the Chairman of Century’s Board,
is a director of Glencore International AG and was an executive of Glencore
International AG and Glencore from September 1990 until June
1996. Mr. Willy R. Strothotte, a director of Century, is Chairman of
the board of directors of Glencore International AG and served as its Chief
Executive Officer from 1993 through 2001.
****
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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November
13, 2007
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By:
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/s/
William J. Leatherberry
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Name:
William J. Leatherberry
Title: Assistant
General Counsel and Assistant
Secretary
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