424(B)(3)
 

Filed Pursuant to Rule 424(b)(3)
of the Rules and Regulations
Under the Securities Act of 1933
Registration No. 333-121255
PROSPECTUS SUPPLEMENT #4 TO PROSPECTUS DATED APRIL 14, 2005
$175,000,000
(CENTURY ALUMINUM LOGO)
1.75% Convertible Senior Notes due August 1, 2024
and Shares of Common Stock Issuable Upon Conversion of the Notes
     This prospectus supplement supplements the prospectus dated April 14, 2005, which forms a part of the Post-Effective Amendment No. 1 to Form S-1 on Form S-3 Registration Statement (Registration No. 333-121255) that we filed with the Securities and Exchange Commission on March 25, 2005. The prospectus and this prospectus supplement relate to resales of our 1.75% Convertible Senior Notes due August 1, 2024 and shares of our common stock issuable upon conversion of the notes. The prospectus and this prospectus supplement also relate to the issuance of shares of our common stock upon conversion of the notes by holders other than the selling securityholders identified in the prospectus under “Selling Securityholders,” unless such issuance qualifies for the exemption under Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act.
     The prospectus is hereby supplemented to include the information in the table set forth below, which supplements the information in the “Selling Securityholders” table included in the prospectus.
     We have prepared the table set forth below based on information given to us by or on behalf of the selling securityholders identified in this prospectus supplement on or prior to March 16, 2006. Such selling securityholders, including their transferees, pledgees or donees or their successors, may from time to time offer and sell under the prospectus any or all of the notes and any shares of common stock issued upon conversion of the notes. See “Plan of Distribution” included in the prospectus. Because the selling securityholders may offer all or some portion of their notes or shares of common stock issued upon conversion of the notes, we cannot provide an estimate as to the principal amount of the notes or the number of shares of the common stock issuable upon conversion of the notes that will be held by the selling securityholders upon termination of any sales. In addition, the selling securityholders identified below may have sold, transferred or otherwise disposed of all or some portion of their notes since the date on which they provided the information regarding their notes under the prospectus or in transactions exempt from the registration requirements of the Securities Act.
     You should read this prospectus supplement in conjunction with the prospectus. This prospectus supplement updates information in the prospectus. If there is any inconsistency between the information in the prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
                                                 
                            Number of        
    Principal   Percentage of           Shares of   Number of    
    Amount of   Notes           Common   Shares of   Number of
    Notes Owned   Outstanding   Principal   Stock Owned   Common   Shares of
    Before the   Before the   Amount of   Prior to   Stock Offered   Common
    Offering and   Offering and   Notes Owned   Conversion   Upon   Stock Owned
    Offered for   Offered for   After the   Before the   Conversion of   After the
Selling Securityholder   Sale(1)   Sale   Offering(2)   Offering   the Notes(1)(3)   Offering(4)
Gaia Offshore Master Fund, Ltd. (5)
  $ 2,250,000       1.29 %                        
Lyxor/Gaia II Fund Ltd. (6)
  $ 750,000       *                          
 
*   Less than one percent
 
(1)   Our registration of the resale of these securities does not necessarily mean that the selling securityholders identified in this prospectus supplement will sell any or all of such securities.
 
(2)   Assumes all of the notes are sold in this offering.

 


 

(3)   The notes are convertible at any time at an initial conversion rate of 32.7430 shares of common stock per $1,000 principal amount of notes, subject to adjustments for certain events. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of common stock. Upon conversion, we will deliver cash up to the aggregate principal amount of notes to be converted and, at our election, cash, common stock or a combination thereof in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted. Therefore, holders of the notes may not receive any shares of our common stock upon conversion, and they only may receive shares of common stock to the extent that the conversion obligation exceeds the principal amount of the notes converted. See “Description of the Notes” included in the prospectus.
 
(4)   Assumes all shares of common stock issuable upon conversion of the notes are sold in this offering.
 
(5)   Promethean Asset Management, LLC, a New York limited liability company, which we refer to as Promethean, serves as investment manager to Gaia Offshore Master Fund, Ltd., which we refer to as Gaia, and may be deemed to share beneficial ownership of the securities beneficially owned by Gaia, as a result of Promethean’s power to vote and dispose of securities in Gaia. Promethean disclaims beneficial ownership of the securities beneficially owned by Gaia. James F. O’Brien, Jr. indirectly controls Promethean. Mr. O’Brien disclaims beneficial ownership of the securities beneficially owned by Promethean and Gaia. Gaia has advised us that (a) it is not a registered broker-dealer, (b) it does not control and is not controlled by a registered broker-dealer, (c) it may be deemed to be an affiliate of a registered broker-dealer (Promethean Capital Group LLC) due solely to its being under common control with such registered broker-dealer, (d) the broker-dealer which is an affiliate of such selling securityholder was not involved in the purchase of the securities and has not been and will not be involved in the ultimate sale of the securities, and (e) it purchased the securities in the ordinary course of its business.
 
(6)   Promethean Asset Management, LLC, a New York limited liability company, which we refer to as Promethean, serves as the trading advisor for Lyxor/Gaia II Fund Ltd., which we refer to as Lyxor, and may be deemed to share beneficial ownership of the securities beneficially owned by Lyxor, as a result of Promethean’s power to vote and dispose of securities in Lyxor. Promethean disclaims beneficial ownership of the securities beneficially owned by Lyxor. James F. O’Brien, Jr. indirectly controls Promethean. Mr. O’Brien disclaims beneficial ownership of the securities beneficially owned by Promethean and Lyxor. Lyxor has advised us that (a) it is not a registered broker-dealer, (b) it does not control and is not controlled by a registered broker-dealer, (c) it may be deemed to be an affiliate of a registered broker-dealer (Promethean Capital Group LLC) due solely to its being under common control with such registered broker-dealer, (d) the broker-dealer which is an affiliate of such selling securityholder was not involved in the purchase of the securities and has not been and will not be involved in the ultimate sale of the securities, and (e) it purchased the securities in the ordinary course of its business.
The date of this prospectus supplement is March 17, 2006