As filed with the Securities and Exchange Commission on July 5, 2006.

Registration No. 333-00071

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-1
TO

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

KAISER ALUMINUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		3334 (Primary standard industrial classification code number)		94-3030279 (I.R.S. Employer Identification No.)

27422 Portola Parkway, Suite 350
Foothill Ranch, California 92610-2831
(949) 614-1740
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

John M. Donnan, Esq.
Vice President and General Counsel
Kaiser Aluminum Corporation
27422 Portola Parkway, Suite 350
Foothill Ranch, California 92610-2831
(949) 614-1740
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

with copies to:

     Approximate date of commencement of proposed sale to the public: Not applicable. Deregistration of unsold securities.

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o _____________

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o _____________

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o _____________

 

 

Deregistration of Securities

     On January 5, 1996, Kaiser Aluminum Corporation (the “Company”) filed a registration statement on Form S-3 (the “Registration Statement”) with respect to the offer and sale, from time to time, of up to 10,000,000 shares of the Company’s common stock, par value $.01 per share (the “Old Common Stock”), by MAXXAM Inc.

     On February 12, 2002, the Company filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code. Pursuant to the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, dated September 7, 2005, as modified and as confirmed by an order of the United States Bankruptcy Court for the District of Delaware entered on February 6, 2006, which confirmation order was affirmed by an order of the District Court for the District of Delaware entered on May 11, 2006 (the “Plan”), all shares of the Old Common Stock will be cancelled upon the effectiveness of the Plan. The Plan is expected to become effective on July 6, 2006. Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister, as of the date hereof, all shares of the Old Common Stock included in the Registration Statement that were not previously offered and sold by MAXXAM Inc.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Foothill Ranch, State of California, on this 5^th day of July, 2006.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURES		TITLE		DATE
/s/ Jack A. Hockema   Jack A. Hockema		President and Chief Executive Officer and Director (Principal Executive Officer)		July 5, 2006
/s/ Joseph P. Bellino   Joseph P. Bellino		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		July 5, 2006
/s/ Daniel D. Maddox   Daniel D. Maddox		Vice President and Controller (Principal Accounting Officer)		July 5, 2006
/s/ George T. Haymaker, Jr.   George T. Haymaker, Jr.		Chairman of the Board and Director		July 5, 2006
/s/ Robert J. Cruikshank   Robert J. Cruikshank		Director		July 5, 2006
/s/ Charles E. Hurwitz   Charles E. Hurwitz		Director		July 5, 2006
/s/ Ezra G. Levin   Ezra G. Levin		Director		July 5, 2006
/s/ John D. Roach   John D. Roach		Director		July 5, 2006