================================================================================
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 22, 2005
------------------
CENTURY ALUMINUM COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-27918 13-3070826
(State or other jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
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
On February 22, 2005, Century Aluminum Company (the "Company") issued an
earnings release announcing its results of operations for the quarter ended
December 31, 2004. A copy of the Company's earnings release is attached hereto
as Exhibit 99.1.
The Company will hold a conference call on Wednesday February 23, 2004, at
2:00 P.M. Eastern Time to discuss the earnings. The dial-in number within the
United States is (888) 428-4479 and the International dial-in number is (651)
224-7472. Using these call-in numbers will permit callers to ask questions of
the Company's management.
A playback number has been established for those unable to participate in
the conference call. Playback begins at 7:45 p.m. Eastern Time on Wednesday,
February 23, 2005, and ends at 11:59 p.m. Eastern Time on Friday, February 25,
2005. The playback number within the United States is (800) 475-6701 and
International (320) 365-3844, the access code is 766289. After February 25,
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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
The following exhibits are filed with this report:
Exhibit
Number Description
------- -----------
99.1 Press Release, dated February 22, 2005, announcing the Company
results of operations for the quarter ended December 31, 2004.
2
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: February 23, 2005 By: /s/ Gerald J. Kitchen
------------------------------------
Name: Gerald J. Kitchen
Title: Executive Vice President,
General Counsel, Chief
Administrative Officer and
Secretary
3
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
99.1 Press Release, dated February 22, 2005, announcing the Company
results of operations for the quarter ended December 31, 2004.
4