SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 14, 2000
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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 89109
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Address of principal executive offices
Registrant's telephone number, including area code: (702) 735-2200
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N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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1. On March 22, 2000 American Pacific Corporation issued the press
release annexed as an exhibit hereto, which is incorporated herein by reference.
2. At its Annual Meeting of Stockholders held on March 14, 2000, the
stockholders of American Pacific Corporation voted on the election of Class C
Directors to serve on the Company's Board of Directors for a term expiring in
2003 and on two non-binding stockholder proposals.
With respect to the election of directors, approximately 74.8% of the
Company's Common Stock present and voting were voted in favor of the election of
each of the nominees proposed by the Company's Board of Directors. There were no
other nominees. The Company's Certificate of Incorporation and By-laws provide
that the affirmative vote of the holders of at least 80% of the shares of the
Company's Common Stock present and voting is required to elect directors. The
Company's Certificate of Incorporation and By-laws further provide that in the
absence of such vote, the incumbent directors in the class to be filled by the
election (in this case, Fred D. Gibson, Jr., Berlyn D. Miller, Victor M.
Rosenzweig and Dean M. Willard) will remain in office until the next Annual
Meeting of Stockholders at which time two classes of nominees will stand for
election. The other directors whose term of office also continued after the
meeting are as follows: Eugene A. Cafiero, John R. Gibson, David N. Keys, Thomas
A. Turner, Jan H. Loeb, Norval F. Pohl, C. Keith Rooker and Jane L. Williams.
The votes for the nominees for director at the meeting were as follows:
Nominee Number of Votes For Number of Votes Withheld
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Fred D. Gibson, Jr. 5,109,799 1,722,203
Berlyn D. Miller 5,109,824 1,722,178
Victor M. Rosenzweig 5,109,724 1,722,278
Dean M. Willard 5,109,734 1,722,268
The first non-binding stockholder proposal was to amend the
Company's Certificate of Incorporation to eliminate the 80% vote requirement
referred to above. This proposal was defeated, with 2,353,547 shares
(approximately 44.4% of the Company's Common Stock present and voting) being
voted for the proposal and 2,915,063 shares being voted against the proposal.
There were 32,547 abstentions and 1,530,845 broker non-votes on this proposal.
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The second non-binding stockholder proposal was to rescind the
Company's Shareholder Rights Plan and to refrain from adopting such a plan in
the future without stockholder approval. This proposal was adopted, with
2,949,963 shares (approximately 55.6% of the Company's Common Stock present and
voting) being voted for the proposal and 2,318,631 shares being voted against
the proposal. There were 32,563 abstentions and 1,530,845 broker non- votes on
this proposal.
Exhibits
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Exhibit 99 - Press Release dated March 22, 2000.
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SIGNATURE
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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.
American Pacific Corporation
Dated: March 23,2000 By: /s/ David N. Keys
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Name: David N. Keys
Title: Executive Vice President
and Chief Financial Officer
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AMERICAN PACIFIC CORPORATION ANNOUNCES
AMMONIUM PERCHLORATE CHANGE ORDER
LAS VEGAS, NEVADA, March 22, 2000 / PR Newswire / -- American Pacific
Corporation (NASDAQ National Market: APFC) announced that is has received
notification from Thiokol Propulsion (a division of Cordant Technologies, Inc.)
of a change in the current purchase order for ammonium perchlorate (AP) which
will result in a decrease of approximately 3.23 million pounds (from 10.48
million pounds) and a consequent estimated reduction in revenues of
approximately $4.0 million in the current fiscal year ending September 30, 2000.
Under the change order, the Company will be required to make a claim for price
adjustment within 30 days. Subject to the outcome of the price adjustment claim
process, the purchase order modification may have a material adverse effect on
the Company's fiscal year 2000 operating results.
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 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.
Forward Looking Statements
Except for the historical information contained herein, this News Release may
contain Forward Looking Statements that are subject to risks and uncertainties,
including potential declining demand and/or downward pricing pressures for the
Company's products, governmental budget constraints and/or decreases affecting
the U.S. Department of Defense or NASA which would cause a continued decrease in
demand for AP, technological advances or new competitive products causing a
reduction or elimination of demand for the Company's products, as well as other
risks detailed from time to time in the Company's SEC reports, including the
most recent Form 10-K and 10-Q Reports.
