Century Aluminum Company (NASDAQ: CENX) Investor Securities Class Action Lawsuit 03/09/2009

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Company Name(s): 
Century Aluminum Company
Case Name: 
Century Aluminum Company Shareholder Class Action Lawsuit 03/09/2009
Case Status: 
Case Dismissed
Affected Securities
NASDAQ: CENX
Lawsuit Overview
Type of Lawsuit: 
Shareholder Class Action
Date Filed: 
03/09/2009
Class Period Begin: 
10/21/2008
Class Period End: 
03/02/2009
Court of Filing: 
U.S. District Court for the Northern District of California
Deadline To File for Lead: 
05/08/2009
Case Dismissed: 
04/17/2013
Summary: 

April 17, 2013 - The U.S. Court of Appeals for the Ninth Circuit issued an order and amended opinion reaffirming the decision of the district court.

January 2, 2013 - The U.S. Court of Appeals for the Ninth Circuit affirmed the decision of the district court.

March 10, 2011 - The lead plaintiff filed a notice of appeal.

March 3, 2011 - The court granted defendants' motions to dismiss with prejudice.

July 9, 2010 - Defendants filed motions to dismiss.

June 29, 2010 - The court grants leave to file a third amended consolidated complaint.

May 28, 2010 - The lead plaintiff filed a second amended consolidated complaint.

April 27, 2010 - The court granted defendants' motions to dismiss with leave to amend.

February 26, 2010 - Defendants filed motions to dismiss.

January 15, 2010 - Defendants filed motions to dismiss.

November 17, 2009 - The lead plaintiff filed an amended consolidated complaint on behalf of investors who purchased Century Aluminum Company (NASDAQ: CENX) common shares between October 21, 2008 and March 2, 2009. The plaintiff alleges that the defendants violated the Securities Act of 1933 and the Securities Exchange Act of 1934 by issuing false and misleading statements between October 21, 2008 and March 2, 2009.

September 23, 2009 - Lead plaintiff and lead counsel were appointed.

September 8, 2009 - The court consolidated cases and granted in part and defers in part the motions for appointment of lead plaintiff.

May 8, 2009 - Lead plaintiff motions were filed.

March 18, 2009 - Another investor filed a complaint on behalf of investors who purchased Century Aluminum Company (NASDAQ: CENX) common shares between April 24, 2008 and March 2, 2009. The plaintiff alleges that the defendants violated the Securities Exchange Act of 1934 by issuing false and misleading statements between April 24, 2008 and March 2, 2009.

March 17, 2009 - Another investor filed a complaint.

March 9, 2009 - An investor in shares of Century Aluminum Company (NASDAQ: CENX) filed a lawsuit in the U.S. District Court for the Northern District of California on behalf certain CENX investors against Century Aluminum Company and certain of its officers alleging that the aluminum producer misstated its cash flow in connection with the sale of 24.5 million shares for $104.7 million in February contained "false and misleading" statements, which caused the company's stock to plummet after the error was acknowledged earlier this month.

According to the complaint the plaintiff alleges that Century Aluminum Company (NASDAQ: CENX), certain of its executive officers and directors, and the underwriters of the Offering violated federal securities laws. On or about January 29, 2009, Century Aluminum Company completed its Secondary Offering in which it sold 24.5 million shares and received proceeds of approximately $104.7 million. In connection with the Secondary Offering, Century Aluminum Company issued a registration statement and prospectus which incorporated by reference its financial results for the quarterly periods ended March 31, 2008, June 30, 2008 and September 30, 2008.

The complaint alleges that the Registration Statement was materially false and/or misleading because defendants failed to disclose that Century Aluminum Company issued $929 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. The Registration Statement incorporated by reference the Century Aluminum Company’s quarterly financial reports, which were filed with the United States Securities & Exchange Commission on Form 10-Q, for the fiscal quarters ended March 31, 2008, June 30, 2008 and September 30, 2008.

On March 2, 2009, Century Aluminum Company announced that Century Aluminum Company filed an Interim Report on Form 8-K with the SEC which disclosed that Century Aluminum 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 Statement of Financial Accounting Standards No. 95 “Statement of Cash Flows.” In response to this news, so the lawsuit, CENX 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.

Century Aluminum Company is based in Monterey, California and is a holding company engaged in producing aluminum. The Company’s principal subsidiaries are Century Aluminum of West Virginia, Inc., Berkeley Aluminum, Inc, Century Kentucky, Inc. and Nordural eh.