Century Aluminum Company is a global company that produces primary aluminum and operates aluminum reduction facilities in the United States.
The Complaint alleges that the Registration Statement was materially false and/or misleading because Defendants failed to disclose that the Company issued $92.9 million of Series A Convertible Preferred Stock in July 2008 on a net basis as an operating activity -- when the transaction should have been presented on a gross presentation basis as both an operating activity and a financing activity to reflect the cash receipts and disbursements associated with the transaction.
On March 2, 2009, Century Aluminum shocked the market when the Company filed an Interim Report on Form 8-K with the SEC which disclosed that the Company would restate its interim consolidated statement of cash flows for the nine months ended September 30, 2008, to reflect cash flows related to the preferred stock issued in July 2008, which was not presented on the consolidated statement of cash flows in accordance with the Financial Accounting Standards Board's (FASB) Statement of Financial Accounting Standards No. 95 "Statement of Cash Flows."
In response to this news, shares of the Company's stock declined more than 24% per share, to close at $1.67 per share on March 2, 2009. This closing price of Century Aluminum represented a cumulative loss of $2.61, or approximately 60%, of the value of the Company's shares at the time of its Secondary Offering less than two months earlier.
On September 23, 2009, the Court issued an Order appointing Lead Plaintiff and Counsel.
On November 17, 2009, a Consolidated Class Action Complaint for Violation of the Securities laws was filed in the court by the Plaintiffs against the Defendants. The Defendants filed motions to dismiss on January 15 and February 26, 2010. The motion was granted on April 27, 2010. The Plaintiffs were given leave to amend.
According to the Company's Form 10-K For The Fiscal Year Ended December 31, 2010, on May 28, 2010 and June 24, 2010 Plaintiffs submitted amended Complaints. On March 3, 2011, the purported stockholder class actions pending against the Company consolidated as In re: Century Aluminum Company Securities Litigation were dismissed with prejudice and judgment was entered in the Company's favor.
On March 10, 2011, Plaintiffs filed a notice of appeal to the order and judgment entered by the court on March 3, 2011. On April 29, 2013, the Court of Appeals affirmed the District Court's judgment.