Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
APFC > SEC Filings for APFC > Form 8-K on 27-Feb-2014All Recent SEC Filings

Show all filings for AMERICAN PACIFIC CORP

Form 8-K for AMERICAN PACIFIC CORP


27-Feb-2014

Termination of a Material Definitive Agreement, Completion of Acquisition o


Item 1.02 Termination of a Material Definitive Agreement.

On February 27, 2014, the Company terminated the senior secured credit agreement, dated as of October 26, 2012 (the "Credit Facility"), by and among the Company, as borrower, the lenders party thereto (the "Lenders"), and KeyBank National Association, as the swing line lender, issuer of letters of credit under the Credit Facility and as the administrative agent of the Lenders. In connection with the termination of the Credit Facility, the Company repaid in full the Company's obligations under the Credit Facility.



Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note above, on February 27, 2014, Merger Sub accepted for payment and began paying for all Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to the Offer's expiration, and shortly thereafter, the Merger was completed pursuant to Section 251(h) of the DGCL, with no stockholder vote required to consummate the Merger. At the Effective Time, the Company became a wholly owned subsidiary of Parent. As a result, a change of control of the Company occurred.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The foregoing description of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on January 10, 2014, incorporated herein by reference.



Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 27, 2014, in connection with the consummation of the Merger, the Company notified the NASDAQ Stock Market ("NASDAQ") of its intent to remove the Shares from listing on NASDAQ and requested that NASDAQ file a delisting application with the SEC to delist and deregister the Shares. On February 27, 2014, NASDAQ filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to delist and deregister the Shares. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the Shares and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.




Item 3.03 Material Modification to Rights of Security Holders.

As of the Effective Time, each outstanding Share (other than Shares owned by the Company as treasury stock, Shares owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent, Merger Sub or the Company or Shares held by stockholders who properly exercised and perfected appraisal rights under Delaware law) was converted automatically into the right to receive an amount in cash equal to the Offer Price, without interest.

The information disclosed in the Introductory Note and under Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.



Item 5.01 Changes in Control of Registrant.

As a result of Merger Sub's acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger under Section 251(h) of the DGCL on February 27, 2014, a change in control of the Company occurred. Upon the Effective Time, the Company became a wholly owned subsidiary of Parent. The information disclosed in the Introductory Note and under Item 2.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement and in connection with the consummation of the transactions contemplated thereby, each of John R. Gibson, Jan H. Loeb, William F. Readdy, Ian D. Haft, Barbara Smith Campbell, C. Keith Rooker, Charlotte E. Sibley, Joseph Carleone, Berlyn D. Miller and Bart Weiner tendered their respective resignations as directors from the Company's board of directors (the "Board") and from all committees of the Board on which such directors served, effective as of the Effective Time.

In accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time were appointed as directors of the Company from and after the Effective Time.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, as of the Effective Time, the Company's certificate of incorporation and bylaws were amended and restated so as to read in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein.



Item 8.01 Other Events.

On February 27, 2014, the Company and H.I.G. issued a joint press release announcing the expiration and results of the Offer and the anticipated consummation of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits.

Exhibit No.       Description
2.1               Agreement and Plan of Merger, dated as of January 9, 2014, by and
                  among American Pacific Corporation, Flamingo Merger Parent Corp.
                  and Flamingo Merger Sub Corp. (incorporated by reference to
                  Exhibit 2.1 to the Current Report on Form 8-K filed by American
                  Pacific Corporation with the Securities and Exchange Commission
                  on January 10, 2014).
3.1               Amended and Restated Certificate of Incorporation of American
                  Pacific Corporation, dated as of February 27, 2014.
3.2               Amended and Restated By-laws of American Pacific Corporation,
                  dated as of February 27, 2014.
99.1              Joint Press Release issued by American Pacific Corporation and
                  H.I.G. Capital, LLC on February 27, 2014 (incorporated by
                  reference to Exhibit (a)(5)(D) to Amendment No. 7 to the Schedule
                  TO of Flamingo Merger Sub Corp. filed with the Securities and
                  Exchange Commission on February 27, 2014).


  Add APFC to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for APFC - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.