AMERICAN PACIFIC CORP Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

2014-02-27: Form 8-K; Period of report 2014-02-27; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
2014-01-10: Form 8-K; Period of report 2014-01-09; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
2013-12-12: Form 8-K; Period of report 2013-12-12; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
2013-08-07: Form 8-K; Period of report 2013-08-07; Description 2.02 Results of Operations and Financial Condition; Details 2.02.

Filed	Form	Period of report	Description	Details	Document
2014-02-27	8-K	2014-02-27	1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events	1.02 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. 2.01 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on February 27, 2014, Merger Sub accepted for payment and began paying for all Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to the Offer’s expiration, and shortly thereafter, the Merger was completed pursuant to Section 251(h) of the DGCL, with no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. 3.01 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. 3.03 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. 5.01 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. 5.02 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. 5.03 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. 8.01 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.	d684829d8k.htm
2014-01-10	8-K	2014-01-09	1.01 Entry into a Material Definitive Agreement; 8.01 Other Events	1.01 Entry into a Material Definitive Agreement. 8.01 On January 10, 2014, the Company issued a press release relating to the Merger Agreement.	d655682d8k.htm