Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
(a) On January 13, 2009, the Board of Directors of American Pacific Corporation
(the "Company") approved amendments to the Company's Standards of Business
Conduct. A copy of the Company's amended Standards of Business Conduct is
attached hereto as Exhibit 14.1 and is also available on the Company's website
at www.apfc.com on the "Corporate Governance" page within the "Investors"
section.
The Standards of Business Conduct were amended to: (i) broaden the time frame
allowed for consultants to be made aware of the Company's commitment to the
Standards of Business Conduct; (ii) clarify the obligations of supervisors with
respect to employees' knowledge and understanding of and compliance with the
Standards of Business Conduct; (iii) expressly state that all directors and
employees shall comply with all insider trading laws and regulations;
(iv) clarify the authority of the Board of Directors and the Audit Committee to
interpret the Standards of Business Conduct; (v) clarify that the Standards of
Business Conduct apply to the Company's interactions not only with the United
States government but also with any other domestic or foreign government body;
(vi) clarify that, without approval, certain competitive activities and the use
of certain Company resources for non-Company purposes are prohibited by the
Standards of Business Conduct; (vii) clarify that intentional failure or refusal
by employees or directors to comply with the Company's Conflicts of Interest
policy shall result in immediate dismissal of such employees and all appropriate
legal proceedings against such employees and directors; (viii) clarify the role
of the Audit Committee to receive disclosures of violations of the Standards of
Business Conduct and to supervise others who have the principal responsibility
to direct and administer inquiries into reports of violations of the Standards
of Business Conduct; and (ix) make additional technical, administrative and
other non-substantive revisions to the Standards of Business Conduct.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
14.1 Standards of Business Conduct, as amended on January 13, 2009.
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