As filed with the Securities and Exchange Commission on July 5, 2006.

Registration No. 333-36202

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

KAISER ALUMINUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		94-3030279 (I.R.S. Employer Identification No.)

27422 Portola Parkway, Suite 350
Foothill Ranch, California 92610-2831
(Address of principal executive offices, including zip code)

KAISER 1997 OMNIBUS STOCK INCENTIVE PLAN
(Full title of plan)

John M. Donnan, Esq.
Vice President and General Counsel
Kaiser Aluminum Corporation
27422 Portola Parkway, Suite 350
Foothill Ranch, California 92610-2831
(Name and address of agent for service)
(949) 614-1740
(Telephone number, including area code,
of agent for service)

with copies to:

 

 

Deregistration of Securities

     On May 3, 2000, Kaiser Aluminum Corporation (the “Company”) filed a registration statement on Form S-8 (the “Registration Statement”) with respect to a total of 5,500,000 shares of the Company’s common stock, par value $.01 per share (the “Old Common Stock”), issuable pursuant to the Company’s 1997 Omnibus Stock Incentive Plan (the “1997 Plan”).

     On February 12, 2002, the Company filed a voluntary petition for relief under chapter 11 of title 11 of the United State Code. Pursuant to the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, dated September 7, 2005, as modified and as confirmed by an order of the United States Bankruptcy Court for the District of Delaware entered on February 6, 2006, which confirmation order was affirmed by an order of the District Court for the District of Delaware entered on May 11, 2006 (the “Plan”), all outstanding grants under the 1997 Plan and all shares of the Old Common Stock will be cancelled upon the effectiveness of the Plan. The Plan is expected to become effective on July 6, 2006. Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister, as of the date hereof, all shares of the Old Common Stock included in the Registration Statement that were not previously issued under the 1997 Plan.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Foothill Ranch, State of California, on this 5^th day of July, 2006.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURES		TITLE		DATE
/s/ Jack A. Hockema   Jack A. Hockema		President and Chief Executive Officer and Director (Principal Executive Officer)		July 5, 2006
/s/ Joseph P. Bellino   Joseph P. Bellino		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		July 5, 2006
/s/ Daniel D. Maddox   Daniel D. Maddox		Vice President and Controller (Principal Accounting Officer)		July 5, 2006
/s/ George T. Haymaker, Jr.   George T. Haymaker, Jr.		Chairman of the Board and Director		July 5, 2006
/s/ Robert J. Cruikshank   Robert J. Cruikshank		Director		July 5, 2006
/s/ Charles E. Hurwitz   Charles E. Hurwitz		Director		July 5, 2006
/s/ Ezra G. Levin   Ezra G. Levin		Director		July 5, 2006
/s/ John D. Roach   John D. Roach		Director		July 5, 2006