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APFC > SEC Filings for APFC > Form 8-K on 13-Mar-2013All Recent SEC Filings

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Form 8-K for AMERICAN PACIFIC CORP


13-Mar-2013

Submission of Matters to a Vote of Security Holders, Regulation FD Disclosu


Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) American Pacific Corporation (the "Company") held its 2013 Annual Meeting of Stockholders on March 12, 2013 (the "2013 Annual Meeting").

(b) At the 2013 Annual Meeting, the Company's stockholders voted on the following matters, with the final voting results set forth below:

1) The Class A Nominees for election to the Board of Directors were elected, each until the annual meeting of stockholders in 2016 and until their respective successors have been duly elected and qualified, based upon the following votes:

          Class A Nominees    Votes For   Votes Withheld   Broker Non-Votes
          John R. Gibson      6,242,844      209,846           980,515
          Ian D. Haft         5,966,931      485,759           980,515
          an H. Loeb          6,360,592       92,098           980,515
          William F. Readdy   4,840,547     1,612,143          980,515

2) The proposal for stockholders to approve, on an advisory basis, the compensation of the Company's named executive officers was approved based on the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 6,333,503 74,135 45,052 980,515

3) The proposal to ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2013 was approved based on the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 7,417,670 4,022 11,513 0



Item 7.01 Regulation FD Disclosure.

2013 Annual Meeting Presentation to Stockholders

At the 2013 Annual Meeting, Joseph Carleone, President and Chief Executive Officer of the Company, delivered to the stockholders in attendance the slide presentation attached as Exhibit 99.1 to this report (the "2013 Stockholders' Presentation"). The 2013 Stockholders' Presentation relates to a review of the Company's activities during the year ended September 30, 2012 and strategic objectives for the year ending September 30, 2013.

The 2013 Stockholders' Presentation includes non-GAAP measures as a supplement to financial results based on GAAP. A reconciliation of the non-GAAP measures to the most directly comparable GAAP measures is included herein. Dollar amounts are presented in thousands, except per share amounts.

Adjusted EBITDA. Adjusted EBITDA is not a financial measure calculated in accordance with GAAP and should not be considered as an alternative to income
(loss) from continuing operations as a performance measure. Adjusted EBITDA is presented solely as a supplemental disclosure because management believes that each is a useful performance measure that is widely used within the industries in which the Company operates. In addition, EBITDA measures are significant measurements for covenant compliance under the Company's revolving credit facility. Each EBITDA measure is not calculated in the same manner by all companies and, accordingly, may not be an appropriate measure for comparison.

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Reconciliation of Net Income (Loss) from Continuing Operations to Adjusted
EBITDA:

                                                   Guidance                    Reported
                                                           Year Ended or Ending September 30,
                                                     2013          2012          2011          2010
Net Income (Loss) from Continuing Operations       $  13,500     $ 20,332      $ (9,379 )    $ (2,905 )
Add Back:
Income Tax Expense (Benefit)                           9,000       (3,766 )       6,985          (765 )
Interest Expense and Loss on Debt Extinguishment       5,500       11,570        10,514        10,647
Depreciation and Amortization                         14,000       13,700        14,058        14,796
Share-based Compensation                               1,000          508           304           780
Environmental Remediation Charge                          -           700         6,000            -

Adjusted EBITDA                                    $  43,000     $ 43,044      $ 28,482      $ 22,553

Adjusted Income (Loss) from Continuing Operations and Adjusted Diluted Earnings
(Loss) per Share from Continuing Operations. Results for the years ended September 30, 2012 and 2011 include other charges and gains that have been excluded from the computations of Adjusted Net Income from Continuing Operations and Adjusted Diluted Earnings per Share from Continuing Operations. The adjusted results have been provided to facilitate comparisons between the years ended September 30, 2012, 2011 and 2010. For additional information about each adjusting item, please refer to Exhibit 99.1 of the Company's Form 8-K dated December 13, 2012. The following table reconciles the adjusted results to the most directly comparable GAAP measure.

Reconciliation of Adjusted Net Income (Loss) from Continuing Operations and
Adjusted Diluted Earnings (Loss) per Share from Continuing Operations to Net
Income (Loss) from Continuing Operations and Diluted Earnings (Loss) per Share
("Diluted EPS") from Continuing Operations:



                                                                                      Year Ended September 30,
                                                         2012                                   2011                                   2010
                                              Income             Diluted             Income             Diluted             Income             Diluted
                                            (Loss) from          EPS from          (Loss) from          EPS from          (Loss) from          EPS from
                                            Continuing          Continuing         Continuing          Continuing         Continuing          Continuing
                                            Operations          Operations         Operations          Operations         Operations          Operations
As Reported                                $      20,332       $       2.65       $      (9,379 )     $      (1.25 )     $      (2,905 )     $      (0.39 )
Remediation Charges, Net of Tax                      420               0.05               3,600               0.48                  -                  -
Other Operating Gains, Net of Tax                 (1,028 )            (0.13 )            (1,757 )            (0.23 )                -                  -
Loss on Debt Extinguishment, Net of Tax              838               0.11                  -                  -                   -                  -
Deferred Tax Asset Valuation Allowance           (10,420 )            (1.36 )             7,628               1.01                  -                  -

As Adjusted                                $      10,142       $       1.32       $          92       $       0.01       $      (2,905 )     $      (0.39 )

The information in this report, including Exhibit 99.1 hereto, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing of the Company, whether made before or after the date hereof, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report or exhibit hereto is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. Additionally, this information is intended to be an overview and should be considered in the context of the information disclosed in the Company's other filings with the Securities and Exchange Commission as well as other publicly-disclosed information about the Company.

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Item 8.01 Other Events

In conjunction with the Company's 2013 Annual Meeting, John R. Gibson stepped down from the position of Chairman of the Board of Directors. He was re-elected for another three year term as a director.

Dr. Joseph Carleone, the Company's President and Chief Executive Officer, was elected to succeed Mr. Gibson as Chairman, and to continue as President and Chief Executive Officer of the Company.

These actions were taken consistent with the Company's established succession plan.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No. Description

99.1 Annual Meeting Slide Presentation*

* Furnished not filed

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