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Form 8-K CENTURY ALUMINUM CO For: Feb 12

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February 13, 2015 6:02 AM EST


 
 
 
 
 
 
 
 
 
 

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): February 12, 2015

Century Aluminum Company
(Exact Name of Registrant as Specified in Charter)
Delaware
1-34474
13-3070826
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
One S. Wacker Drive
Suite 1000
Chicago, Illinois
(Address of Principal Executive Offices)
60606
(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:
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)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR   240.13e-4(c))

 
 
 
 
 
 
 
 
 
 






Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2015, Century Aluminum Company (the “Company”) announced that Rick Dillon, the Company's Executive Vice President and Chief Financial Officer, will take a temporary medical leave of absence. Mr. Dillon is expected to return by the end of the first quarter. In the interim, Mr. Dillon’s duties and responsibilities will be assumed by Michael Bless, Century’s President and Chief Executive Officer.
A copy of the press release of the Company announcing such action is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number
Description
99.1
Press Release dated February 12, 2015.







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 hereunto duly authorized.


 
 
 
 CENTURY ALUMINUM COMPANY
Date:
February 12, 2015
By:
/s/ Jesse E. Gary 
 
 
 
Name:
Jesse E. Gary
 
 
 
Title:
Executive Vice President, General Counsel and Secretary





Exhibit Index


Exhibit Number
Description
99.1
Press Release dated February 12, 2015.








Exhibit 99.1
February 12, 2015
Century Aluminum CFO to Take Temporary Medical Leave of Absence; Century Reschedules Date of Fourth Quarter 2014 Earnings Announcement
CHICAGO, IL --(Marketwired – Feb 12, 2015) - Century Aluminum Company (NASDAQ: CENX) announced today that Rick Dillon, Century’s Executive Vice President and Chief Financial Officer, will take a temporary medical leave of absence. Mr. Dillon is expected to return by the end of the first quarter. In the interim, Mr. Dillon’s duties and responsibilities will be assumed by Michael Bless, Century’s President and Chief Executive Officer.
As a result of the foregoing, the company has rescheduled its fourth quarter 2014 earnings announcement to Tuesday, February 24, 2015.
The company will hold a follow-up conference call on Tuesday, February 24 at 5:00 p.m. Eastern time.
The earnings call will be webcast live on the Century Aluminum Company website, located at www.centuryaluminum.com. Plan to begin the registration process at least 10 minutes before the live call is scheduled to begin. A replay of the webcast will be archived and available for replay approximately two hours following the live call.
About Century Aluminum
Century Aluminum Company owns primary aluminum capacity in the United States and Iceland. Century's corporate offices are located in Chicago, IL. Visit www.centuryaluminum.com for more information.
Certified Advisors for the First North market of the OMX Nordic Exchange Iceland hf. for Global Depositary Receipts in Iceland:
Atli B. Gudmundsson, Senior Manager -- Corporate Finance, Landsbankinn hf.
Steingrimur Helgason, Director -- Corporate Finance, Landsbankinn hf.
Cautionary Statement
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements about future events and are based on our current expectations. These forward-looking statements may be identified by the words "believe," "expect," "target," "anticipate," "intend," "plan," "seek," "estimate," "potential," "project," "scheduled," "forecast" or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," "might," or "may." Our forward-looking statements include, without limitation, statements with respect to the date of Mr. Dillon’s return from leave of absence.
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may


cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Important factors that could cause actual results and events to differ from those described in such forward-looking statements can be found in the risk factors and forward-looking statements cautionary language contained in our Annual Report on Form 10-K, quarterly reports on Form 10-Q and in other filings made with the Securities and Exchange Commission. Although we have attempted to identify those material factors that could cause actual results or events to differ from those described in such forward-looking statements, there may be other factors that could cause results or events to differ from those anticipated, estimated or intended. Many of these factors are beyond our ability to control or predict. Given these uncertainties, the reader is cautioned not to place undue reliance on our forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Contacts:

Shelly Harrison (investors)
(312) 696-3140

Kenny Barkley (media)
(270) 521-7424







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