Attached files
file | filename |
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EX-99.1 - PRESS RELEASE - Noranda Aluminum Holding CORP | dex991.htm |
EX-10.1 - AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT - Noranda Aluminum Holding CORP | dex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported event): May 18, 2010
NORANDA ALUMINUM HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-34741 | 20-8908550 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
801 Crescent Centre Drive, Suite 600, Franklin, Tennessee 37067
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (615) 771-5700
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 1.01 | Entry into a Material Definitive Agreement. |
On May 19, 2010, Noranda Aluminum Holding Corporation, a Delaware corporation (the Company) entered in the Amended and Restated Securityholders Agreement (the Agreement) with certain members of its management team (the Management Securityholders) who hold shares of the Companys common stock, par value $0.01 per share (Common Stock), or options to acquire shares of Common Stock. The description of the Agreement set forth in the section of the Companys Registration Statement (as defined below) entitled Certain Relationships and Related Party TransactionsAmended and Restated Securityholders Agreement is incorporated herein by reference.
The description of the Agreement is qualified in its entirety by reference to the full text of the Agreement attached hereto as Exhibit 10.1.
Item 3.03 | Material Modifications to Rights of Security Holders. |
Please see the disclosure set forth under Item 5.03 regarding the amendments to the Companys certificate of incorporation and by-laws and under Item 1.01 regarding the entry into the Agreement.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendments to Articles of Incorporation
On May 18, 2010, the Company filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the Secretary of State). The description of the Amended and Restated Certificate of Incorporation set forth in the section of the Companys Registration Statement (the Registration Statement) on Form S-1, as amended (File No. 333-150999), filed with the SEC entitled Description of Capital Stock is incorporated herein by reference. The description of the Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit 3.1.
Amendments to Bylaws
On May 19, 2010, the Companys Amended and Restated By-Laws became effective in connection with the consummation of the initial public offering of its Common Stock. The description of the Amended and Restated By-Laws set forth in the section of the Companys Registration Statement entitled Description of Capital Stock is incorporated herein by reference. The description of the Amended and Restated By-Laws is qualified in its entirety by reference to the full text of the Bylaws attached hereto as Exhibit 3.2.
Item 8.01. | Other Events. |
On May 19, 2010, the Company consummated its previously announced initial public offering of its Common Stock at a public offering price of $8.00 per share. The Company sold 11,500,000 shares of its Common Stock, which includes 1,500,000 shares as a result of the exercise of the underwriters over-allotment option. The net proceeds of the offering after deducting underwriting discounts and commissions and estimated expenses are approximately $81.6 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
On May 18, 2010, the Company also announced that on May 3, 2010 it notified the trustee for the AcquisitionCo and HoldCo Notes of the election to pay the November 15, 2010 interest payment entirely in kind.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit |
Description | |
3.1 | Amended and Restated Certificate of Incorporation of Noranda Aluminum Holding Corporation (incorporated by reference to Exhibit 4.1 of Noranda Aluminum Holding Corporations Registration Statement on Form S-8 (File No. 333-166947), filed on May 19, 2010). | |
3.2 | Amended and Restated By-Laws of Noranda Aluminum Holding Corporation (incorporated by reference to Exhibit 4.2 of Noranda Aluminum Holding Corporations Registration Statement on Form S-8 (File No. 333-166947), filed on May 19, 2010). | |
10.1 | Amended and Restated Securityholders Agreement, by and among Noranda Aluminum Holding Corporation and the other Holders that are parties thereto, dated as of May 19, 2010. | |
99.1 | Press Release, dated May 19, 2010. |
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.
NORANDA ALUMINUM HOLDING CORPORATION | ||||
Date: May 19, 2010 |
By: | /S/ GAIL E. LEHMAN | ||
Gail E. Lehman | ||||
General Counsel and Corporate Secretary |
Exhibit |
Description | |
3.1 | Amended and Restated Certificate of Incorporation of Noranda Aluminum Holding Corporation (incorporated by reference to Exhibit 4.1 of Noranda Aluminum Holding Corporations Registration Statement on Form S-8 (File No. 333-166947), filed on May 19, 2010). | |
3.2 | Amended and Restated By-Laws of Noranda Aluminum Holding Corporation (incorporated by reference to Exhibit 4.2 of Noranda Aluminum Holding Corporations Registration Statement on Form S-8 (File No. 333-166947), filed on May 19, 2010). | |
10.1 | Amended and Restated Securityholders Agreement, by and among Noranda Aluminum Holding Corporation and the other Holders that are parties thereto, dated as of May 19, 2010. | |
99.1 | Press Release, dated May 19, 2010. |