As filed with the Securities and Exchange Commission on September 6, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
AMERICAN PACIFIC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 59-6490478
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
3770 HOWARD HUGHES PARKWAY, SUITE 300
LAS VEGAS, NEVADA 89105
(Address, including zip code, and telephone
number, including area code,
of Registrant's principal executive offices)
C. KEITH ROOKER
EXECUTIVE VICE PRESIDENT
AMERICAN PACIFIC CORPORATION
3770 HOWARD HUGHES PARKWAY, SUITE 300
LAS VEGAS, NEVADA 89109
(702) 735-2200
(Name, Address, including zip code,
and telephone number, including area code,
of Agent for Service)
WITH A COPY TO:
VICTOR M. ROSENZWEIG, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753-7200
--------------------
Approximate date of commencement of proposed sale to the public: FROM
TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
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. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<PAGE>
--------------------
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share price fee
- --------------------------------------------------------------------------------
Common Stock
$.10 par value 40,000 shares(1)(2) $4.875 $195,000 $67.24
================================================================================
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the operation of certain
anti-dilution provisions of the options held by the Selling Shareholder herein.
(2) Pursuant to Rule 457(h), the offering price is based upon the exercise price
of the options.
================================================================================
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
-2-
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED SEPTEMBER 6, 1996
PROSPECTUS
40,000 SHARES
AMERICAN PACIFIC CORPORATION
Common Stock, $.10 par value
This Prospectus relates to the reoffer and resale by the selling
shareholder named herein (the "Selling Shareholder") of shares (the "Shares") of
Common Stock, $.10 par value (the "Common Stock") of American Pacific
Corporation (the "Company") that may be issued by the Company to the Selling
Shareholder upon the exercise of outstanding stock options granted to the
Selling Shareholder.
The offer and sale of the Shares to the Selling Shareholder have been
previously registered under the Act. The Shares are being reoffered and may be
resold for the account of the Selling Shareholder and the Company will not
receive any of the proceeds from the resale of the Shares.
The Selling Shareholder has advised the Company that the resale of its
Shares may be effected from time to time in one or more transactions on the
NASDAQ National Market ("NASDAQ"), in negotiated transactions or otherwise at
market prices prevailing at the time of the sale or at prices otherwise
negotiated. See "Plan of Distribution." The Company will bear all expenses in
connection with the preparation of this Prospectus.
SEE "RISK FACTORS" ON PAGE 4 HEREOF FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
The Common Stock of the Company is traded on NASDAQ under the symbol
"APFC". On September 3, 1996, the closing price for the Common Stock, as
reported by NASDAQ, was $6.00.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is September __, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
TABLE OF CONTENTS
AVAILABLE INFORMATION.....................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........3
RISK FACTORS..............................................4
GENERAL INFORMATION.......................................5
USE OF PROCEEDS...........................................5
SELLING SHAREHOLDER.......................................6
PLAN OF DISTRIBUTION......................................6
LEGAL MATTERS.............................................7
EXPERTS...................................................7
ADDITIONAL INFORMATION....................................7
-2-
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995 and its Quarterly Report on Form 10-Q for the quarters ended
December 31, 1995, March 31, 1996 and June 30, 1996 are incorporated by
reference in this Prospectus and shall be deemed to be a part hereof. All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, prior to the termination of this offering, are
deemed to be incorporated by reference in this Prospectus and shall be deemed to
be a part hereof from the date of filing of such documents.
The Company's Application for Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on December 28, 1992, is incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Written requests for such copies should
be directed to American Pacific Corporation, 3770 Howard Hughes Parkway, Suite
300, Las Vegas, Nevada 89109, Attention: C. Keith Rooker, Executive Vice
President. Oral requests should be directed to such officer (telephone number
(702) 735-2200).
------------------------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling Shareholder. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
the date of this Prospectus.
-3-
<PAGE>
RISK FACTORS
Certain matters discussed in this Prospectus may be forward-looking
statements that are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. Such risks and uncertainties
include, but are not limited to, the risk factors set forth below. The following
important risk factors, among others, may cause the Company's operating results
and/or financial position to be adversely affected from time to time:
1. Declining demand or downward pricing pressure for the Company's
products as a result of general or specific economic conditions, governmental
budget decreases affecting the Department of Defense or NASA which would cause a
continued decrease in demand for AP, technological advances and improvements or
new competitive products causing a reduction or elimination of demand for AP,
sodium azide or Halotron, the ability and desire of purchasers to substitute
other products for the Company's products based upon perceived quality and
pricing, and the fact that perchlorate chemicals, sodium azide, Halotron and the
Company's environmental products have limited applications and highly
concentrated customer bases.
2. Competitive factors including, but not limited to, the Company's
limitations respecting financial resources and its ability to compete against
companies with substantially greater resources, significant excess market supply
in the AP and sodium azide markets and the development or penetration of
competing new products, particularly in the propulsion, airbag inflation and
fire suppression businesses.
3. Underutilization of the Company's manufacturing facilities resulting
in production inefficiencies and increased costs, the inability to recover
facility costs and reductions in margins.
4. Difficulties in procuring raw materials, supplies, power and natural
gas used in the production of perchlorates, sodium azide and Halotron products
and used in the engineering and assembly process for environmental protection
equipment products.
5. The Company's ability to control the amount of operating expenses
and/or the impact of any non-recurring or unusual items resulting from the
Company's continuing evaluation of its strategies, plans, organizational
structure and asset valuations.
6. Risks associated with the Company's real estate activities,
including, but not limited to, dependence upon the Las Vegas commercial,
industrial and residential real estate
-4-
<PAGE>
markets, changes in general or specific economic conditions, interest rate
fluctuations affecting the availability and the cost of financing, the
performance of the managing partner of the Gibson Ranch L.L.P. (Ventana Canyon
Joint Venture) and regulatory and environmental matters that may have a negative
impact on
sales.
7. The effects of, and changes in, trade, monetary and fiscal policies,
laws and regulations and other activities of governments, agencies or similar
organizations, including, but not limited to, environmental, safety and
transportation issues.
8. The cost and effects of legal and administrative proceedings,
settlements and investigations, particularly those described in the "Commitments
and Contingencies" note to the Company's financial statements contained in its
most current periodic SEC report, and claims made by or against the Company
relative to patents or property rights.
9. The adoption of new, or changes in existing, accounting policies and
practices.
GENERAL INFORMATION
The Company, through its indirect subsidiary Western Electrochemical
Company ("WECCO"), is engaged in the production of specialty chemical, ammonium
perchlorate ("AP"), for the aerospace and national defense industries. The
Company is one of two domestic manufacturers of AP, which is used primarily as
an oxidizing agent in composite solid propellants for rockets, booster motors
and missiles. The Company's customers for AP are primarily contractors in
programs of the National Aeronautics and Space Administration ("NASA") and the
Department of Defense ("DDD"), and companies providing commercial satellite
launch services. These NASA and DDD contractors are engaged in space exploration
projects such as the Space Shuttle Program and in the production of defense
systems. Other customers for the Company's AP include aerospace and defense
agencies of foreign countries.
In May 1994, the Company and its principal customer, Thiokol
Corporation ("Thiokol"), executed an amendment (the "Amendment") to the 1989
Advance Agreement. The 1989 Advance Agreement represents one of certain
agreements related to the sale of AP. The Company and Thiokol previously had a
dispute over the interpretation of these agreements. See Legal Proceedings. As a
result of a significant change in the demand for AP, during the fiscal year
ended September 30, 1994, the Company recognized an impairment charge of
$39,401,000 related to WECCO's fixed assets.
The Company is a party to agreements with Dynamit Nobel A.G., of
Germany ("Dynamit Nobel") relating to the production and sale of sodium azide,
the principal component of the gas generant
-5-
<PAGE>
used in automotive airbag systems. Dynamit Nobel licensed to the Company, on an
exclusive basis for the North American market, its technology and know-how in
the production of sodium azide, and has provided the technical support for the
design, construction and start-up of the Company's sodium azide facility.
Funding for the facility was partially provided by means of the sale of
$40,000,000 principal amount of noncallable subordinated secured notes (the
"Azide Notes") to a major state public employee retirement fund and a leading
investment management company. The Company commenced commercial sales of sodium
azide in fiscal 1994.
In February 1992, the Company acquired (by exercise of an option
previously granted to it) the worldwide rights of Halotron, a fire suppression
system that includes chemical compounds and application technology intended to
replace halons, which have been found to be ozone layer-depleting chemicals.
Halotron has applications as a fire suppression agent for military, commercial
and industrial uses. The Company has completed the construction of a plant for
the production of certain Halotron products. The Company expects to become a
qualified supplier for military, commercial and industrial applications for
Halotron products, although there can be no assurance in that regard. As of the
date hereof, the Company's sales of Halotron products have not been significant.
The Company is also engaged in the development of real estate and in
the production of environmental protection and waste water treatment equipment.
The Company's principal executive offices are located at 3770 Howard
Hughes Parkway, Suite 300, Las Vegas, Nevada 89109. The Company's telephone
number at such location is (702) 735- 2200.
USE OF PROCEEDS
The Shares offered hereby were or will be purchased by the Selling
Shareholder upon exercise of options granted to it and will be sold for the
account of the Selling Shareholder. The Company will receive the exercise price
of the options when exercised by the holder thereof. Such proceeds will be used
for working capital purposes by the Company. The Company will not receive any of
the proceeds from the reoffer and resale of the Shares by the Selling
Shareholder.
-6-
<PAGE>
SELLING SHAREHOLDER
The following table sets forth certain information with respect to the
Selling Shareholder.
Number of shares of
Common Stock Owned at Number of Shares to
Name August 1, 1996 be Offered for Resale
- ----------------------- ------------------------ -----------------------
General Technical
Services(1)............ 20,000(2) 40,000(3)
- ----------
(1) The Selling Shareholder has served as a consultant to the Company since
-----------.
(2) Includes shares issuable upon the exercise of options, which options
are exercisable within 60 days after July 1, 1996. Does not include
20,000 shares subject to options not exercisable within 60 days after
August 1, 1996 (the "Remaining Options").
(3) Includes shares issuable upon the exercise of the Remaining Options.
PLAN OF DISTRIBUTION
This Prospectus covers 40,000 shares of the Company's Common Stock. All
of the Shares offered hereby are being sold by the Selling Shareholder. The
Company will realize no proceeds from the sale of the Shares by the Selling
Shareholder.
The distribution of the Shares by the Selling Shareholder is not
subject to any underwriting agreement. The Selling Shareholder may sell the
Shares offered hereby from time to time in transactions in the over-the-counter
market, in negotiated transactions, or a combination of such methods of sale, at
fixed prices which may be changed, at market prices prevailing at the time of
sale, at prices relating to prevailing market prices or at negotiated prices.
The Selling Shareholder may effect such transactions by selling the Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Shareholder
and/or the purchasers of the Shares for whom such broker-dealers may act as
agents or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of the customary commissions). The
Selling Shareholder and any broker-dealers that participate with the Selling
Shareholder in the distribution of the Shares may be deemed to be underwriters
within the meaning of Section 2(11) of the Securities Act and any commissions
received by them and any profit on the resale of the Shares commissioned by them
may be deemed to be underwriting commissions or discounts under the Securities
Act. The Selling Shareholder will pay any transaction costs associated with
effecting any sales that occur.
-7-
<PAGE>
The Company has agreed to pay all fees and expenses incident to the
registration of the Shares, except selling commissions and fees and expenses of
counsel or any other professionals or other advisors, if any, to the Selling
Shareholder.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs. Olshan Grundman
Frome & Rosenzweig LLP, New York, New York 10022. Victor M. Rosenzweig, a member
of Olshan Grundman Frome & Rosenzweig LLP, is a Director of the Company and
holds 1,400 shares of Common Stock and options to purchase 5,000 shares of
Common Stock.
EXPERTS
The consolidated financial statements incorporated in this registration
statement by reference from the Company's Annual Report on Form 10-K for the
year ended September 30, 1995 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-3 under the Securities Act with respect to the
Shares offered hereby. For further information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, such statement being qualified in all respects by such
reference.
-8-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses which will be paid
by the Company in connection with the securities being registered. With the
exception of the SEC registration fee, all amounts shown are estimates.
SEC registration fee............................ $67.24
Legal fees and expenses (other than Blue
Sky)............................................ 5,000.00
Accounting Fees and Expenses.................... 2,500.00
Miscellaneous Expenses.......................... 432.76
Total.................................. $ 8,000.00
===========
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The certificate of incorporation and by-laws of the Company provide
that the Company shall indemnify to the extent permitted by Delaware law, any
person whom it may indemnify thereunder, including directors, officers,
employees and agents of the Company. The pertinent section of Delaware law is
set forth below in full. Such indemnification (other than as ordered by a court)
shall be made by the Company only upon a determination that indemnification is
proper in the circumstances because the individual met the applicable standard
of conduct. Advances for such indemnification may be made pending such
determination. Such determination shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders. In addition, the Company has amended its certificate of
incorporation to eliminate, to the extent permitted by Delaware law, personal
liability of directors to the Company and its stockholders for monetary damages
for breach of fiduciary duty as directors.
The Company also maintains a directors and officers insurance and
company reimbursement policy. The policy insures directors and officers against
unindemnified loss arising from certain wrongful acts in their capacities and
reimburses the Company for such loss for which the Company has lawfully
indemnified the directors and officers. The policy contains various exclusions,
no one of which relates to the offering hereunder.
Section 145 of the Delaware General Corporation Law provides as
follows:
-9-
<PAGE>
(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
-10-
<PAGE>
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable,
or, even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition or such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation
as authorized in this section. Such expenses incurred by other
employees and agents may be paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
-11-
<PAGE>
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had the power and
authority to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer, employee
or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this
section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any such excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent
with respect to any employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner
reasonably believed to be in the interest of the participants and
beneficiaries of any employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
The Company has purchased director and officer liability insurance for
its directors and officers.
-12-
<PAGE>
ITEM 16. EXHIBITS
4(a) - Option Agreement dated July 11, 1995 between the
Company and General Technical Services, Inc.
5 - Opinion of Olshan Grundman Frome & Rosenzweig LLP.
23(a) - Consent of Deloitte & Touche LLP, independent
auditors.
23(b) - Consent of Olshan Grundman Frome & Rosenzweig LLP
(included in its opinion filed as Exhibit 5).
24 - Powers of Attorney (included on page 15).
ITEM 17. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) above
do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement;
-13-
<PAGE>
(2) That, for the purposes of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by a
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such
issue.
-14-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada, on this 31st day of July,
1996.
AMERICAN PACIFIC CORPORATION
(Registrant)
By: /S/ FRED D. GIBSON, JR.
-------------------------------------------------------
Fred D. Gibson, Jr., Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEYS AND SIGNATORIES
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each of the undersigned officers and
directors of American Pacific Corporation hereby constitutes and appoints C.
Keith Rooker and David N. Keys and each of them singly, as true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him in his name in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and to prepare any and
all exhibits thereto, and other documents in connection therewith, and to make
any applicable state securities law or blue sky filings, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite or necessary to be done to enable American
Pacific Corporation to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
President (Principal
/S/ FRED D. GIBSON, JR. Executive Officer) and
- --------------------------------- Director July 31, 1996
(Fred D. Gibson, Jr.)
/S/ JOHN R. GIBSON Executive Vice President July 31, 1996
- --------------------------------- and Director
(John R. Gibson)
/S/ C. KEITH ROOKER Director July 31, 1996
- ---------------------------------
(C. Keith Rooker)
Vice President, Chief
Financial Officer and
/S/ DAVID N. KEYS Treasurer (Principal
- --------------------------------- Financial Officer) July 31, 1996
(David N. Keys)
/S/ THOMAS A. TURNER Director July 31, 1996
- ---------------------------------
(Thomas A. Turner)
/S/ NORVAL F. POHL Director July 31, 1996
- ---------------------------------
(Norval F. Pohl)
/S/ BERLYN D. MILLER Director July 31, 1996
- ---------------------------------
(Berlyn D. Miller)
/S/ THOMAS L. WAR Director July 31, 1996
- ---------------------------------
(Thomas L. War)
/S/ CHARLES H. FELTZ Director July 31, 1996
- ---------------------------------
(Charles H. Feltz)
/S/ JANE L. WILLIAMS Director July 31, 1996
- ---------------------------------
(Jane L. Williams)
/S/ VICTOR M. ROSENZWEIG Director July 31, 1996
- ---------------------------------
(Victor M. Rosenzweig)
-15-
STOCK OPTION AGREEMENT
This Stock Option Agreement is made and entered into effective as of
the 11th day of July, 1995, by and between American Pacific Corporation, a
Delaware corporation (the "Company") and General Technical Services, Inc., an
Oklahoma corporation (the "Optionee").
RECITALS:
A. The Optionee or its present principal is serving as a Consultant to
the Company. The Company desires to encourage the ownership of its Common Stock
by the Optionee, and to provide an incentive for the Optionee and its principal
to assist in expanding and improving the growth, profitability and general
prosperity of the Company and of its Subsidiary Corporations, and to stimulate
the efforts of the Optionee and its principal by giving suitable recognition, in
the form of compensation, to their abilities and industry, which contribute
materially to the growth and profitability of the Company and of its Subsidiary
Corporations.
B. The Company has decided to grant to the Optionee the option to
purchase shares of the Common Stock of the Company.
C. The Company and the Optionee now desire to set forth the terms and
conditions upon which the Optionee shall have the Option to purchase shares of
the Common Stock of the Company, and certain terms and conditions that will
govern the issuance, holding and exercise of such Options.
PROVISIONS:
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, the parties to this Option Agreement agree as
follows:
ARTICLE I
DEFINITIONS
As used in this Option Agreement, the following terms shall have the
indicated meanings:
1.01 BOARD OF DIRECTORS. Unless otherwise indicated, the term Board of
Directors shall mean the non-management members of the Board of Directors of the
Company.
<PAGE>
1.02 COMMITTEE shall mean the Stock Option Committee of the Board of
Directors of the Company referred to in Article II of this Option Agreement.
1.03 COMMON STOCK shall mean the Common Stock of the Company, par value
ten cents ($0.10) per share.
1.04 COMPANY shall mean American Pacific Corporation, a Delaware
corporation.
1.05 DISABILITY shall mean a physical or mental condition that, based
upon medical reports and other evidence satisfactory to the Committee,
presumably permanently prevents the present principal of the Optionee from
satisfactorily performing on behalf of the Optionee its usual duties for the
Company.
1.06 EXERCISE PRICE shall mean the price for which an Option granted
hereunder may be exercised, as provided in Section 3.02 of this Option
Agreement.
1.07 OPTION shall mean the right to purchase shares of the Common Stock
of the Company, granted pursuant to the provisions of this Option Agreement.
1.08 OPTION AGREEMENT or AGREEMENT shall mean this Stock Option
Agreement.
1.09 OPTIONEE shall mean the Optionee identified above, to whom this
Option has been granted, upon the terms and conditions set forth in this Option
Agreement.
1.10 SUBSIDIARY CORPORATIONS shall mean and include all corporations
that join with the Company in, or would be eligible to join with the Company in,
if timely and proper elections were made, the filing of a consolidated federal
income tax return, under the applicable provisions of the Internal Revenue Code
in effect from time to time.
1.11 VALUE of a share of the Common Stock of the Company shall mean the
closing price of a share of the Company's Common Stock, as reported on the
National Market System of the National Association of Securities Dealers, Inc.
If a reported closing price is not available for the date on which the Common
Stock is sought to be valued, the reported closing price for the next preceding
business day shall be used. If reported closing prices are not available for
either such date, the Value of a share of the Company's Common Stock shall be
the arithmetic mean of the bid and asked prices of the Company's Common Stock,
as published by the National Association of Securities Dealers, Inc., as of the
date on which the Company's Common Stock is sought to be valued, or if quoted
prices are not available as of
-2-
<PAGE>
such day, then the bid and asked prices as of the next preceding business day
shall be used. If the Value cannot be determined under the preceding rules of
this Section 1.11, the Value shall be the fair market value of the Company's
Common Stock, determined under the method selected by the Committee. Unless
modified by the Board of Directors, the Committee's good-faith determination of
the Value of a share of the Company's Common Stock shall be conclusive, and
shall be valid and binding upon all persons having any interest in any Option
granted hereunder.
ARTICLE II
ADMINISTRATION
2.01 COMMITTEE. The Option granted pursuant to this Option Agreement
shall be administered by the Stock Option Committee of the Board of Directors of
the Company. If for any reason the Committee is not acting, the Board of
Directors shall act as the Committee. All determinations, decisions,
interpretations and other action made or taken with respect to the Option
granted hereunder by the Committee shall be final and binding upon all persons
having any interest in any Option granted pursuant hereto, unless otherwise
determined by the Board of Directors. The Board of Directors shall have the
power by appropriate action to reverse or modify any action taken by the
Committee.
2.02 COMMITTEE TO CONSTRUE AGREEMENT. The Committee shall administer
the Option granted pursuant hereto, and shall have all powers necessary for that
purpose, including but not limited to the power to interpret this Agreement and
the power to determine the rights hereunder of all persons. The Committee shall
maintain the records of the Company that relate to the Option granted pursuant
hereto, and shall have the power to adjust its records as necessary to correct
errors and rectify omissions, in the manner that the Committee believes will
best result in the equitable administration of the Option granted pursuant
hereto.
2.03 ORGANIZATION OF COMMITTEE. The Committee may elect a chairman, and
may adopt such rules as it deems desirable for the conduct of its affairs and
for the administration of the Option. The Committee may appoint agents, who need
not be members of the Committee, to whom it may delegate such powers as it deems
appropriate. The action of a majority of the members of the Committee shall be
the action of the Committee.
2.04 INDEMNIFICATION OF COMMITTEE MEMBERS. The Company shall defend,
indemnify and hold harmless each member of the Committee against any and all
claims, loss, damages, expense and liability arising from any actual or alleged
action or
-3-
<PAGE>
failure to act in connection with the administration of the Option granted
pursuant hereto, except when the same is judicially determined to be due to the
gross negligence or willful misconduct of such Committee member.
ARTICLE III
TERMS AND CONDITIONS
3.01 NUMBER OF SHARES SUBJECT TO OPTION. The Company hereby grants to
the Optionee, upon the terms and conditions set forth in this Option Agreement,
the option to purchase Forty Thousand (40,000) shares of the Common Stock of the
Company.
3.02 EXERCISE PRICE. The price for which each Option hereby granted to
the Optionee may be exercised shall be $4.875 per share of the Common Stock of
the Company, which amount represents the Value of a share of the Common Stock on
the date of this Option Agreement.
3.03 TIME FOR EXERCISE. The Option hereby granted to the Optionee shall
be exercisable at the following times:
With respect to Ten Thousand (10,000) shares of Common Stock,
the Option shall be exerciseable from the date of this Option Agreement
through and including July 10,2000, at which time such options will
expire if not theretofore exercised;
With respect to an additional Ten Thousand (10,000) shares of
Common Stock, the Option shall be exerciseable from July 11, 1996,
through and including July 10, 2001, at which time such options will
expire if not theretofore exercised;
With respect to an additional Ten Thousand (10,000) shares of
Common Stock, the Option shall be exerciseable from July 11, 1997,
through and including July 10, 2002, at which time such options will
expire if not theretofore exercised;
With respect to an additional Ten Thousand (10,000) shares of
Common Stock, the Option shall be exerciseable from July 11, 1998,
through and including July 10, 2003, at which time such options will
expire if not theretofore exercised;
Each annual increment of the Option granted hereunder shall be exerciseable for
the five-year period set forth above unless the period of exercise is sooner
terminated in accordance with the provisions of this Option Agreement. The
Optionee shall have no
-4-
<PAGE>
right whatsoever to exercise the Option except during the times provided above.
3.04 RESTRICTIONS ON TRANSFERS AND ENCUMBRANCE. The Option granted
hereunder may not be sold, pledged, assigned, hypothecated, encumbered or
transferred by the Optionee in any manner, either voluntarily or involuntarily,
by operation of law or otherwise, except by will or by applicable laws of
descent and distribution, and may be exercised only by the Optionee. In the
event there is any change in control of the Optionee other than as a result of
the death of the Optionee's present principal, the Option granted hereunder
shall thereupon terminate unless the Company shall have agreed in writing to
continue the Option notwithstanding such change in control.
3.05 EXERCISE AFTER TERMINATION OF CONSULTANCY. Except to the extent
theretofore exerciseable, the Option granted hereunder shall expire upon
termination for any reason of the services of the Optionee or its present
principal as a Consultant to the Company. To the extent the Option granted
hereunder is exerciseable at the date of such termination for any reason, the
Option granted hereunder shall in any event expire six (6) months following such
termination.
3.06 EXERCISE RELATED TO CONTINUING SERVICE. The Optionee may exercise
the Option granted hereunder only if the Optionee or the Optionee's present
principal has remained continuously in the service of the Company as a
Consultant (or in such other capacity as the parties may agree) since the date
on which the Option sought to be exercised was granted to such Optionee, through
a date that is not more than six (6) months prior to the date on which the
Option is sought to be exercised.
ARTICLE IV
PROCEDURE FOR EXERCISE
4.01 TIME FOR EXERCISE. Subject to the provisions of this Article IV,
the Option granted hereunder shall be exerciseable only during the times
provided in this Option Agreement.
4.02 EXERCISE UPON CORPORATE CAPITAL TRANSACTION. In the event that the
Company, its shareholders, or both, enter into a written agreement to dispose of
all or substantially all of the assets or Common Stock of the Company by means
of a sale, merger, consolidation, reorganization, liquidation or similar
transaction (other than a reorganization, merger or consolidation effected
solely to change the Company's name or state of incorporation), the Option
issued pursuant to this Option Agreement shall become immediately exerciseable,
whether or not such Option was
-5-
<PAGE>
exerciseable prior to such event, during the period of time beginning with the
date on which the Company agrees in writing to enter into such transaction, and
ending on the earlier of the date the Option would otherwise have expired or the
date on which the transaction is consummated. Upon the consummation of the
transaction, any unexercised portion of the Option issued hereunder shall
terminate and cease to be effective. In the event that the agreement to enter
into any such transaction is terminated, all unexercised portions of the Option
shall revert to the status they had before the Company agreed to enter into the
transaction in question. Any exercise of Option made before the agreement to
enter into the transaction was terminated shall remain effective after the
termination of the agreement, notwithstanding that the Option may have become
exerciseable solely by reason of the Company entering into the agreement.
4.03 WITHHOLDING OF TAXES. The Optionee hereby agrees that the Company
may, if it elects to do so, withhold federal, state and taxes attributable to
taxable income realized by the Optionee upon the exercise of Option from any
compensation or other payment payable to such Optionee by the Company.
4.04 EXERCISE. Subject to all other terms and provisions of this Option
Agreement, the Option granted hereunder shall be deemed to be exercised when
written notice of exercise has been given to the Company by the Optionee or
other person entitled to exercise the Option and full payment in cash or cash
equivalents for the shares of Common Stock with respect to which the Option is
exercised has been received by the Company. Until certificates have been issued
for the number of Shares represented by the exercise of the Option, the Optionee
shall have no right to vote, to receive dividends, or other right as a
stockholder with respect to shares of Common Stock purchased through the
exercise of the Option. Except as provided in Section 5.01 hereof, no
adjustments shall be made for dividends or other rights declared or paid with
respect to stock acquired through the exercise of the Option for which the
record date is prior to the date on which a stock certificate for such shares is
issued.
4.05 EXERCISE IN INSTALLMENTS. Subject to Section 3.03, the Optionee
may exercise the Option in installments, but only in units of whole shares of
the Common Stock of the Company.
4.06 ISSUANCE OF CERTIFICATES. As soon as practicable after the Option
has been exercised in accordance with the provisions of this Option Agreement,
the Company shall, without transfer or issue tax or other charge to the
Optionee, deliver to the Optionee at the principal business office of the
Company, or at such other place as may be agreed, certificates representing the
number of shares of Common Stock as to which the Option has been exercised. The
Company may, however, postpone the time of
-6-
<PAGE>
delivery of certificates for such period of time as the Company may determine to
be necessary for it with reasonable diligence to comply with any applicable
listing requirements of any national or regional securities exchange, of the
National Association of Securities Dealers, Inc., or with any law or regulation
applicable to the issuance or delivery of shares of the Company's Common Stock.
ARTICLE V
RESTRICTIONS AND ADDITIONAL PROVISIONS
5.01 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If the number of
outstanding shares of the Common Stock of the Company is increased or decreased,
or if the Common Stock of the Company underlying the Option granted pursuant to
the provisions of this Option Agreement is changed into or exchanged for a
different number or kind of shares or securities of the Company through a
reorganization, merger, recapitalization, reclassification, stock dividend,
stock split or reverse stock split, an appropriate and proportionate adjustment
shall be made by the Committee in the terms and conditions of the Options
granted pursuant hereto, including the Exercise Price of the Option; provided,
however, that no such adjustment need be made if, upon the advice of legal
counsel to the Company, the Committee determines that any such adjustment could
result in the recognition of federal taxable income by the Optionee, or by
holders of Common Stock or other securities of the Company.
5.02 RESERVATION OF SHARES OF COMMON STOCK. The Company shall, at all
times during the periods of time during which the Option may be exercised
hereunder, reserve and keep available for issuance to the Optionee a number of
shares of its Common Stock sufficient to satisfy all obligations of the Company
hereunder.
5.03 RESTRICTIONS ON ISSUANCE OF SHARES. The Company shall use its best
efforts to seek and to obtain from appropriate regulatory agencies any requisite
authorization in order to issue and sell such number of shares of its Common
Stock as shall be sufficient to satisfy the obligations of the Company under
this Agreement. The inability of the Company to obtain authorization deemed to
be necessary by the Company's legal counsel to the lawful issuance and sale of
any shares of the Company's Common Stock shall relieve the Company of any
liability for the nonissuance or nonsale of any Common Stock as to which the
requisite approval or authorization shall not have been obtained.
5.04 REPRESENTATIONS AND WARRANTIES. As a condition to the exercise of
the Option granted hereunder, the Committee may require the person exercising
the Option to make any
-7-
<PAGE>
representations or warranties to the Company that legal counsel to the Company
may determine to be required or advisable under any applicable law or
regulation, including without limitation a representation and warranty that the
shares of the Company's Common Stock being acquired are being acquired only for
investment and without any present intention or view to sell or distribute any
such shares.
5.05 OPTIONEE RIGHTS. No provision of this Agreement shall be deemed to
constitute a condition of the service or status of any Consultant. No provision
of this Option Agreement shall be deemed to give to the Optionee any right to be
retained in the service of the Company or of any Subsidiary Corporation in any
capacity (whether as an employee, Director, independent contractor, consultant,
or otherwise), or to interfere in any way with the right of the Company and its
Subsidiary Corporations at any time to remove any Director, or to discontinue
using the services of any individual. The Optionee shall have no right or
interest in any share of the Company's Common Stock prior to exercise of the
Option, except as provided in this Option Agreement.
5.06 LEGENDS ON STOCK CERTIFICATES. Unless an appropriate registration
statement is on file and effective with appropriate federal, state and local
governmental authorities, each certificate representing Common Stock of the
Company issued pursuant to the exercise of the Option shall be endorsed on its
face with a legend similar to the following:
Neither the Option pursuant to which the shares
represented by this certificate are issued nor the
shares represented hereby have been registered with
the Securities and Exchange Commission under the
Securities Act of 1933, as amended, or with any
state securities agency. The transfer or sale of
the shares represented hereby without appropriate
registration, or pursuant to an exemption from
registration, is unlawful.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.01 NOTICES
(a) All notices, demands or requests for or permitted to be given
pursuant hereto must be in writing. All notices, demands and requests shall be
deemed to have been properly given or served when deposited in the United States
mail, addressed to the individual or entity to whom notice is given, postage
prepaid
-8-
<PAGE>
and registered or certified with return receipt requested, at the last known
address of such individual or entity.
(b) By giving at least fifteen (15) days prior written notice, the
Company, a Subsidiary Corporation and the Optionee shall have the right from
time to time to change their addresses and to specify any other address within
the United States of America.
6.02 TITLES AND CAPTIONS. All Articles and Section titles and captions
in this Option Agreement are for convenience or reference only, and shall not be
deemed part of this Option Agreement, and in no way define, limit, extend or
describe the scope or intent of any provisions hereof.
6.03 PRONOUNS AND PLURALS. Whenever the context may require, any
pronoun used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice versa.
6.04 APPLICABLE LAW. This Option Agreement shall be construed in
accordance with and shall be governed by the laws of the State of Nevada.
6.05 BINDING EFFECT. This Option Agreement shall be binding upon the
Optionee and upon the Optionee's successors, legal representatives, and assigns.
6.06 CREDITORS. None of the provisions of this Option Agreement shall
be for the benefit of or shall be enforceable by any creditor of the Optionee.
6.07 SEVERABILITY. In the event that any condition, covenant or other
provision herein contained is held to be invalid or void by any court of
competent jurisdiction, the same shall be deemed severable from the remainder of
this Option Agreement and shall in no way affect any other covenant or condition
herein contained. If such condition, covenant or other provision shall be deemed
invalid due to its scope or breadth, such provision shall be deemed valid to the
extent of the scope or breadth permitted by law.
6.08 PLAN CONTROLS. This Option Agreement is subject to the terms and
provisions of the Plan, and in the event of an inconsistency herewith, the terms
of the plan shall control.
-9-
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have executed this
Option Agreement as of the date first set forth above.
"Company"
AMERICAN PACIFIC CORPORATION,
a Delaware corporation
By____________________________
Fred D. Gibson, Jr.
President
Attest:
- -----------------------
C. Keith Rooker
Secretary
"Optionee"
GENERAL TECHNICAL SERVICES, INC.,
an Oklahoma corporation
By____________________________
Its___________________________
Address:
3030 Northwest Expressway
Suite 200
Oklahoma City, OK 73112-5465
-10-
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE, NEW YORK, NEW YORK 10022
(212) 753-7200
August 28, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American Pacific Corporation - Registration
Statement on Form S-3 filed August 28, 1996
-------------------------------------------
Dear Sir or Madam:
We are counsel to American Pacific Corporation ("Registrant").
We furnish this opinion in connection with the above-referenced Registration
Statement relating to 40,000 shares of Common Stock of the Registrant issuable
upon the exercise of outstanding stock options (the "Securities") by the Selling
Shareholder named in the Registration Statement.
In furnishing our opinion, we have examined the Certificate of
Incorporation and the By-Laws of the Registrant, and such other instruments and
documents, including the minutes of the meetings of the Board of Directors of
Registrant, as well as certificates of public officials and officers of the
Registrant, as we have deemed relevant and necessary as the basis for our
opinion expressed herein. We have examined originals or certified, conformed or
photostatic copies of all documents, the authenticity of which has been
established to our satisfaction. In all such examinations, we have assumed the
genuineness of all signatures on original and certified documents, and the
conformity to executed documents of all unexecuted copies submitted to us as
conformed or photostatic copies.
<PAGE>
August 28, 1996
Page -2-
Based upon the foregoing, we are of the opinion that the
Securities have been duly authorized and will be legally issued, fully paid and
non-assessable, subject, however, to receipt by the Registrant of the exercise
price for the warrants.
We hereby consent to use of this opinion in the Registration
Statement and Prospectus, and to the use of our name in the Prospectus under the
caption "Legal Matters".
We advise you that Victor M. Rosenzweig, a member of our Firm,
is a Director of the Registrant and holds 1,400 shares of Common Stock and
options to purchase 5,000 shares of Common Stock.
Very truly yours,
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
American Pacific Corporation on Form S-3 of our report dated November 27, 1995
appearing in the Annual Report on Form 10-K of American Pacific Corporation for
the year ended September 30, 1995 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
August 26, 1996
