As filed with the Securities and Exchange Commission on April 24, 2003
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
AMERICAN PACIFIC CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 59-6490478
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3770 HOWARD HUGHES PARKWAY
SUITE 300
LAS VEGAS, NEVADA 89109
(Address, of Principal Executive Offices) (Zip Code)
AMERICAN PACIFIC CORPORATION AMENDED AND RESTATED 2001 STOCK OPTION PLAN
AMERICAN PACIFIC CORPORATION 2002 DIRECTORS STOCK OPTION PLAN
(Full title of the Plans)
DAVID N. KEYS
EXECUTIVE VICE PRESIDENT
AMERICAN PACIFIC CORPORATION
3770 HOWARD HUGHES PARKWAY
SUITE 300
LAS VEGAS, NEVADA 89109
(Name and address of agent for service)
(702) 735-2200
(Telephone number, including area code, of agent for service)
COPY TO:
VICTOR M. ROSENZWEIG, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG &Wolosky LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be Amount to be Proposed maximum Proposed maximum Amount of registration
registered registered(1) offering price per share aggregate offering price fee
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Common Stock, par 80,000 $8.30(2) $664,000 $53.72
value $.10 per share 220,000 $7.91(3) $1,740,200 $140.78
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Common Stock, par 40,000 $8.36(4) $384,400 $31.10
value $.10 per share 160,000 $7.91(5) $1,265,600 $102.38
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(1) Pursuant to Rule 416, the registration statement also covers such
indeterminate additional shares of Common Stock as may become issuable as a
result of any future anti-dilution adjustment in accordance with the terms of
the American Pacific Corporation Amended and Restated 2001 Stock Option Plan
(the "Amended Plan") or the American Pacific Corporation 2002 Directors Stock
Option Plan (the "Directors Plan").
(2) Represents the exercise price per share of options for 80,000 shares of
Common Stock which have been granted under the Amended Plan.
(3) Pursuant to Rule 457(g) and (h), the offering price for an additional
220,000 shares of Common Stock that may be issued under options not yet granted
under the Amended Plan is estimated solely for the purpose of determining the
registration fee and is based on the closing price of the Company's Common Stock
of $7.91 as reported by the Nasdaq Stock Market ("Nasdaq") on April 23, 2003.
(4) Represents the exercise price per share of options for 40,000 shares of
Common Stock which have been granted under the Directors Plan.
(5) Pursuant to Rule 457(g) and (h), the offering price for an additional
160,000 shares of Common Stock that may be issued under options not yet granted
under the Directors Plan is estimated solely for the purpose of determining the
registration fee and is based on the closing price of the Company's Common Stock
of $7.91 as reported by Nasdaq on April 23, 2003.
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EXPLANATORY NOTE
American Pacific Corporation (the "Company") has prepared this
Registration Statement in accordance with the requirements of Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act"), to register the
following shares of common stock, $.10 par value per share, of the Company (the
"Common Stock"):
1. 300,000 additional shares of Common Stock have been reserved for issuance
under the Amended Plan, as a result of an increase to 650,000 in the number
of authorized shares for issuance under the Amended Plan; and
2. 200,000 shares of Common Stock have been reserved for issuance under the
Directors Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Company will provide documents containing the information
specified in Part I of Form S-8 to employees as specified by Rule 428(b)(1)
under the Securities Act. Pursuant to the instructions to Form S-8, the Company
is not required to file these documents either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2002;
(2) The Company's Quarterly Report on Form 10-Q for the period ended
December 31, 2002;
(3) The Company's Current Report on Form 8-K filed on December 13, 2002;
and
(4) The description of the Company's securities contained in the Company's
Registration Statements on Form 8-A filed on December 28, 1992 and August 6,
1999.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
de-registers all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the filing of such
reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Victor M. Rosenzweig, a member of Olshan Grundman Frome Rosenzweig
& Wolosky LLP, 505 Park Avenue, New York, New York 10022, is a director of
the Company and beneficially owns 1,000 shares of the Company's Common Stock,
and holds options to purchase 19,000 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Delaware General Corporation Law ("DGCL"), the
Company's Certificate of Incorporation, as amended, limits the personal
liability of a director or officer to the Company for monetary damages for
breach of fiduciary duty of care as a director. Liability is not eliminated for
(i) any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) unlawful payment of
dividends or stock purchase or redemptions pursuant to Section 174 of the DGCL,
or (iv) any transaction from which the director derived an improper personal
benefit.
The Company has also entered into indemnification agreements with each
of its directors. The indemnification agreements provide that the directors will
be indemnified to the fullest extent permitted by applicable law against all
expenses (including attorneys' fees), judgments, fines and amounts reasonably
paid or incurred by them for settlement in any threatened, pending or completed
action, suit or proceeding, including any derivative action, on account of their
services as a director of the Company. No indemnification will be provided under
the indemnification agreements, however, to any director in certain limited
circumstances, including with respect to expenses or liabilities paid by
insurance or arising from purchases or sales of securities in violation of
Section 16(b) of the Exchange Act. To the extent the provisions of the
indemnification agreements exceed the indemnification permitted by applicable
law, such provision may be unenforceable or may be limited to the extent they
are found by a court of competent jurisdiction to be contrary to pubic policy.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
*4.1 - The American Pacific Corporation Amended and Restated 2001 Stock
Option Plan (the "Amended Plan").
*4.2 - The American Pacific Corporation 2002 Directors Stock Option Plan
(the "Directors Plan").
*4.3 - Form of Option grant letter agreement under the Amended Plan.
*4.4 - Form of Option grant letter under the Directors Plan.
*5 - Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.
*23.1 - Consent of Deloitte & Touche LLP, independent auditors.
*23.2 - Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
(included in its opinion filed as Exhibit 5).
*24 - Powers of Attorney (included on signature page to this
Registration Statement).
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* Filed herewith.
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section
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13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by a
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada on April 22, 2003.
AMERICAN PACIFIC CORPORATION
By: /s/ John R. Gibson
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John R. Gibson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of John R. Gibson and David N. Keys
his or her true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for and in his or her name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ John R. Gibson President, Chief Executive Officer April 22, 2003
------------------ (Principal Executive Officer) and
John R. Gibson Chairman of the Board
/s/ David N. Keys Executive Vice President, Chief April 22, 2003
----------------- Financial Officer (Principal Financial
David N. Keys and Accounting Officer), Treasurer,
Secretary and Director
/s/ Fred D. Gibson, Jr. Director April 22, 2003
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Fred D. Gibson, Jr.
Director April 22, 2003
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Jan H. Loeb
Director April 22, 2003
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Berlyn D. Miller
Director April 22, 2003
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Norval F. Pohl
/s/ C. Keith Rooker Director April 22, 2003
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C. Keith Rooker
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/s/ Victor M. Rosenzweig Director April 22, 2003
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Victor M. Rosenzweig
------------------------ Director April 22, 2003
Dean M. Willard
/s/ Jane L. Williams Director April 22, 2003
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Jane L. Williams
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