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 (Date of earliest event reported): August 3, 1999
AMERICAN PACIFIC CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-8137 59-6490478
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada 89101
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Address of principal executive offices
Registrant's telephone number, including area code: (702) 735-2200
N/A
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(Former name or former address, if changed since last report.)
Exhibit Index on Page 8.
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Item 5. Other Events.
On August 3, 1999, the Board of Directors of American Pacific
Corporation (the "Company") declared a dividend of one preference share purchase
right (a "Right") for each outstanding share of common stock, par value $ .10
per share (the "Common Shares"), of the Company. The dividend is payable to
stockholders of record on August 16, 1999 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company one one-hundredth of
a share of Series D Preference Stock, par value $1.00 per share (the "Preference
Shares"), of the Company at a price of $24.00 per one one-hundredth of a
Preference Share (the "Purchase Price"), subject to adjustment under certain
circumstances. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of August 3, 1999, between the
Company and American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 20% or more of the
outstanding Common Shares, except pursuant to a Permitted Offer or a Qualifying
Offer (each as defined in the Rights Agreement), or (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors prior
to such time as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 20% or more of the outstanding
Common Shares (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share certificate
(which certificates shall also be deemed Rights certificates).
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Common Share certificates
issued after the Record Date but prior to the Distribution Date (or earlier
redemption or expiration of the Rights) upon transfer or original issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy of the
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights (the "Right Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the Distribution Date
and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on August 2, 2009 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.
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In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper provision will be made so
that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of Common Shares having a market value of
two times the exercise price of the Right. However, Rights are not exercisable
following the occurrence of the event set forth above until such time as the
Rights are no longer redeemable by the Company.
For example, at an exercise price of $24 per Right, each Right
not owned by an Acquiring Person (or related party) following an event set forth
in the preceding paragraph would entitle its holder to purchase $48 worth of
Common Shares for $24. Assuming that the Common Stock had a per share value of
$12 at such time, the holder of each valid Right would be entitled to purchase 4
shares of Common Stock for $24.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the Right.
The Purchase Price payable, and the number of Preference
Shares or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preference Shares, (ii) upon the grant to holders of the Preference Shares of
certain rights or warrants to subscribe for or purchase Preference Shares at a
price, or securities convertible into Preference Shares with a conversion price,
less than the then-current market price of the Preference Shares or (iii) upon
the distribution to holders of the Preference Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preference Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preference Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preference Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preference Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 100 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preference Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share.
Each Preference Share will have 100 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preference Share will be entitled
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to receive 100 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
Because of the nature of the Preference Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Preference Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group, which will
have become void), in whole or in part, at an exchange ratio of one Common
Share, or one one-hundredth of a Preference Share (or of a share of a class or
series of the Company's preference stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preference Shares will be issued (other
than fractions which are integral multiples of one one-hundredth of a Preference
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preference Shares on the last trading day prior to the date
of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding Common Shares, and for a 10 day period (subject to extension for up
to an additional 10 days) thereafter, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.001 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time on such basis with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
except that from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors , because the Rights may be
redeemed by the
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Company at the Redemption Price prior to the time that a person or group has
acquired beneficial ownership of 20% or more of the Common Shares.
The Rights Agreement, specifying the terms of the Rights and
including the form of the Certificate of Designations setting forth the terms of
the Preference Shares as an exhibit thereto is attached to the Company's Form
8-A filed August 6, 1999 as an exhibit and is incorporated herein by reference.
The foregoing description of the Rights is qualified in its entirety by
reference to such exhibit.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
99.1 News Release of American Pacific Corporation dated
August 3, 1999.
99.2 Form of Rights Agreement, dated as of August 3, 1999,
between American Pacific Corporation and American
Stock Transfer & Trust Company (Incorporated by
reference to the Company's Registration Statement on
Form 8-A filed with the Commission on August 6,
1999).
99.3 Form of Letter to Stockholders to be mailed with
copies of Summary of Rights to Purchase Preference
Shares (Incorporated by reference to the Company's
Registration Statement on Form 8-A filed with the
Commission on August 6, 1999).
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SIGNATURE
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.
Dated: August 5, 1999 AMERICAN PACIFIC CORPORATION
By: /s/ David N. Keys
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Name: David N. Keys
Title: Executive Vice President
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EXHIBIT LIST
99.1 News Release of American Pacific Corporation dated
August 3, 1999.
99.2 Form of Rights Agreement, dated as of August 3, 1999,
between American Pacific Corporation and American
Stock Transfer & Trust Company (Incorporated by
reference to the Company's Registration Statement on
Form 8-A filed with the Commission on August 6,
1999).
99.3 Form of Letter to Stockholders to be mailed with
copies of Summary of Rights to Purchase Preference
Shares (Incorporated by reference to the Company's
Registration Statement on Form 8-A filed with the
Commission on August 6, 1999).
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CONTACT: David N. Keys - 702/735-2200 ext.166
AMERICAN PACIFIC CORPORATION ADOPTS
STOCKHOLDER RIGHTS PLAN
Las Vegas, Nevada, August 3, 1999/PRNewswire/ -- American Pacific Corporation
(Nasdaq National Market: APFC) announced today that its Board of Directors has
adopted a Stockholder Rights Plan and has declared a dividend granting to its
Stockholders the right to purchase one one-hundredth of a share of a new series
of Preferred Stock for each share of Common Stock owned. The Plan is designed to
encourage any potential buyer to negotiate appropriately with the Board prior to
attempting a takeover, and to allow the Board to secure the best available
transaction for all of the Company's Stockholders.
John R. Gibson, President and CEO of the Company stated, "The Company's present
position makes the adoption of the Plan a prudent step to take at this time. As
we previously announced, the Company has engaged Wasserstein Perella & Co., Inc.
to serve as the Company's financial advisor in connection with the Board's
review of strategic alternatives to maximize stockholder value. We have an
obligation to our Stockholders not only to be open to and to respond
appropriately to outside inquiries, but also to protect our Stockholders from
potentially abusive takeover tactics designed to acquire our Company at an
unreasonably low price. Our Rights Plan has been developed to serve the
interests of our Stockholders and ensure they receive fair value for their
investment in our Company. Our Plan has a feature that exempts from the
provisions of the Plan certain offers that meet specified objective criteria The
Plan also provides for a review of the terms thereof by the Company's
non-employee directors every three years."
The Rights will be issued on August 16, 1999 to Stockholders of record on that
date and the distribution will not be taxable to the Company's Stockholders.
Initially, the Rights are not detachable from the Common Stock of the Company
and are not exercisable. They would become detached from the Common Stock and
immediately exercisable at the time any person or group becomes the beneficial
owner of 20% or more of the Common Stock or 10 days after any person or group
publicly announces a tender or exchange offer that would result in a 20%
beneficial ownership level. The Company may redeem the Rights for $.001 each at
any time before a buyer acquires a 20% position in the Company. Prior to such
time, the terms of the Plan may be amended by the Board. The Rights will expire
on August 2, 2009. Details of the Stockholder Rights Plan will be mailed to
Stockholders.
The primary business of American Pacific Corporation is the manufacture of
specialty chemicals. The Company is the sole producer in North America of
ammonium perchlorate, or AP, which is the principal chemical component of solid
propellants used in rocket and booster motors by NASA, the military and a
growing number of commercial launch vehicles. American Pacific manufactures
Halotron(TM), which replaces Halon as a fire suppressant in applications ranging
from fire extinguishers to airport firefighting vehicles. The Company
manufactures these chemicals in
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facilities in Utah, where it also makes sodium azide, a primary chemical
component of certain automotive airbag systems. Its other lines of business
include the production of environmental protection equipment, and the
development of real estate near Las Vegas, Nevada.
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