SEC Comment Letter for CENTURY ALUMINUM CO (CENX) (CIK 0000949157) (CENX) — Dec 30, 2010
CENTURY ALUMINUM CO (CENX) (CIK 0000949157)
Date: Dec. 30, 2010 · CIK: 0000949157 · Accession: 0000000000-10-078013
AI Filing Summary & Sentiment
Letter
Re: Century Aluminum Company Form 10- K for the Fiscal Year Ended December 31, 2009 Filed March 16, 2010 Definitive Schedule 14A Filed April 21, 2010 File No. 1 -34474 Dear Mr . Bless : We have reviewed your filing s and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understa nd your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your f acts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments.
December 30, 2010
Mr. Michael A. Bless Chief Financial Officer Century Aluminum Company 2511 Garden Road Building A, Suite 200 Monterey, CA 93940
Form 10- K for Fiscal Year Ended December 31, 2009 General 1. Please correct your commission fil e number on the cover of your periodic and current filings to read 1-34474, which was assigned in conjunction with your filing of the Form 8 -A registration st atement on September 29, 2009.
Mr. Michael A. Bless Century Aluminum Company December 30, 2010 Page 2
Definitive Proxy Statement Filed April 21, 2010
Related Party Transactions with Glencore, page 17 2. We note your disclosure regarding transactions with Glencore International AG. Please expand such disclosure to quant ify the dollar value of the amounts involved in the transactions with Glencore, as required by Item 404(a) of Regulation S -K. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact John Lucas at (202) 551- 5798, Laura Nicholson at (202) 551- 3584, or me at (202) 551 -3745 with any questions.
Sincerely,
H. Roger Schwall
Assistant Dir ector
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December 30, 2010
Mr. Michael A. Bless
Chief Financial Officer
Century Aluminum Company
2511 Garden Road
Building A, Suite 200
Monterey, CA 93940
Re: Century Aluminum Company
Form 10- K for the Fiscal Year Ended December 31, 2009
Filed March 16, 2010
Definitive Schedule 14A
Filed April 21, 2010
File No. 1 -34474
Dear Mr . Bless :
We have reviewed your filing s and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understa nd
your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your f acts and
circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
Form 10- K for Fiscal Year Ended December 31, 2009
General
1. Please correct your commission fil e number on the cover of your periodic and
current filings to read 1-34474, which was assigned in conjunction with your
filing of the Form 8 -A registration st atement on September 29, 2009.
Mr. Michael A. Bless
Century Aluminum Company
December 30, 2010
Page 2
Definitive Proxy Statement Filed April 21, 2010
Related Party Transactions with Glencore, page 17
2. We note your disclosure regarding transactions with Glencore International AG.
Please expand such disclosure to quant ify the dollar value of the amounts
involved in the transactions with Glencore, as required by Item 404(a) of Regulation S -K.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company
and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the
company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing;
and
• the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.
Please contact John Lucas at (202) 551- 5798, Laura Nicholson at (202) 551- 3584,
or me at (202) 551 -3745 with any questions.
Sincerely,
H. Roger Schwall
Assistant Dir ector