UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 29, 2008
NORANDA ALUMINUM HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 333-148977 20-8908550
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
801 Crescent Centre Drive, Suite 600, Franklin, Tennessee 37067
(Address of Principal Executive Offices) (Zip Code)
Registrant's 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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with Rick Anderson's retirement on October 31, 2008 as Chief
Financial Officer of Noranda Aluminum Holding Corporation (the "Company"), the
Company entered into a Termination and Consulting Agreement with Mr. Anderson on
October 14, 2008. Pursuant to the agreement, Noranda will provide Mr. Anderson
with cash severance, to which he was entitled under the Company's severance
plan, of two years of base salary, payable as salary continuance through the end
of 2008 and in a lump sum thereafter payable on or about January 15, 2009, and
will also provide prorated incentive plan payments based on his active service
in 2008, certain healthcare benefits, and use of a Company automobile for a
period of time.
Pursuant to the agreement, Mr. Anderson will serve as a consultant to the
Company through May 18, 2012, subject to earlier termination of the consulting
term by either party. During this consulting term, the Company will pay Mr.
Anderson consulting fees and will reimburse him for reasonable business
expenses. Mr. Anderson's Company stock options will continue to vest during the
consulting term, provided that Mr. Anderson will generally be unable to exercise
the options during the term. For purposes of the Company's Securityholders
Agreement, Mr. Anderson's termination of employment will be deemed to occur on
the final day of the consulting term and will, unless he is terminated for
"cause" (as defined in the agreement) during the consulting term, be deemed a
termination without "cause".
Pursuant to the agreement, Mr. Anderson has agreed to certain ongoing
confidentiality obligations and to non-solicitation and non-competition
covenants following his retirement from the Company.
In connection with his termination, Mr. Anderson signed a release agreement
relating to potential claims against the Company. The agreement became effective
on October 23, 2008, when Mr. Anderson's ability to revoke it expired. A copy of
the agreement is being filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated by reference in its entirety, and the description of the
agreement set forth herein is qualified in its entirety by reference to the
agreement.
Item 9.01. Financial Statements and Exhibits
Exhibit
Number Description
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10.1 Termination and Consulting Agreement, dated as of October 14, 2008, by
and between the Company and Rick Anderson
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: October 29, 2008 By: /s/ Alan K. Brown
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Alan K. Brown
General Counsel
EXHIBIT INDEX
Exhibit
Number Description
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10.1 Termination and Consulting Agreement, dated as of October 14, 2008, by
and between the Company and Rick Anderson