UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 13, 2012
AMERICAN PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-8137 | | 59-6490478 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
3883 Howard Hughes Parkway, Suite 700, Las Vegas, Nevada | | 89169 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (702) 735-2200
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | American Pacific Corporation held the 2012 Annual Meeting of Stockholders on March 13, 2012 (the “2012 Annual Meeting”). |
| (b) | At the 2012 Annual Meeting, Stockholders voted on matters, with the final voting results set forth below: |
| | 1) | The Class C Nominees for election to the Board of Directors were elected, each until the annual meeting of stockholders in 2015 and until their respective successors have been duly elected and qualified, based upon the following votes: |
| | | | | | |
Class C Nominees | | Votes For | | Votes Withheld | | Broker Non-Votes |
Joseph Carleone | | 6,051,915 | | 92,297 | | 764,076 |
Fred D. Gibson, Jr. | | 4,266,545 | | 1,877,667 | | 764,076 |
Berlyn D. Miller | | 3,130,743 | | 3,013,469 | | 764,076 |
Bart Weiner | | 6,055,460 | | 88,752 | | 764,076 |
| | 2) | The proposal for stockholders to approve, on an advisory basis, the compensation of American Pacific Corporation’s named executive officers was approved based on the following votes: |
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
6,088,047 | | 47,416 | | 8,749 | | 764,076 |
| | 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, 2012 was approved based on the following votes: |
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
6,900,967 | | 5,630 | | 1,691 | | 0 |
| Item 7.01 | Regulation FD Disclosure. |
2012 Annual Meeting Presentation to Stockholders
At the 2012 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 “2012 Stockholders’ Presentation”). The 2012 Stockholders’ Presentation relates to a review of the Company’s activities during the year ended September 30, 2011 and strategic objectives for the year ending September 30, 2012.
The 2012 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 operations as performance measures. Each EBITDA measure 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 we operate. In addition, EBITDA measures are significant measurements for covenant compliance under our 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) to Adjusted EBITDA:
| | | | | | | | | | | | | | | | |
| | | Guidance | | | Reported | |
| | | Year Ended or Ending September 30, | |
| | | 2012 | | | 2011 | | | 2010 | | | 2009 | |
Net Income (Loss) | | $ | 5,000 | | | $ | (7,236 | ) | | $ | (3,277 | ) | | $ | (5,959 | ) |
Add Back: | | | | | | | | | | | | | | | | |
Income Tax Expense (Benefit) | | | 4,000 | | | | 8,170 | | | | (664 | ) | | | (2,802 | ) |
Interest Expense | | | 10,000 | | | | 10,521 | | | | 10,656 | | | | 10,735 | |
Depreciation and Amortization | | | 15,000 | | | | 15,216 | | | | 16,445 | | | | 16,166 | |
Share-based Compensation | | | 1,000 | | | | 304 | | | | 780 | | | | 767 | |
Environmental Remediation Charge | | | — | | | | 6,000 | | | | — | | | | 13,700 | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA | | $ | 35,000 | | | $ | 32,975 | | | $ | 23,940 | | | $ | 32,607 | |
| | | | | | | | | | | | | | | | |
Adjusted Net Income (Loss) and Adjusted Diluted Earnings (Loss) per Share. Results for the years ended September 30, 2011 and 2009 include other charges and gains that have been excluded from the computations of Adjusted Net Income and Adjusted Diluted Earnings per share. The adjusted results have been provided to facilitate comparisons between the years ended September 30, 2011, 2010 and 2009. For additional information about each adjusting item, please refer to Exhibit 99.1 of the Company’s Form 8-K dated December 14, 2011. The following table reconciles the as adjusted results to the most directly comparable GAAP measure.
Reconciliation of Adjusted Net Income (Loss) and Adjusted Diluted Earnings (Loss) per Share to Net Income (Loss) and Diluted Earnings (Loss) per Share (“Diluted EPS”):
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended September 30, | |
| | | 2011 | | | 2010 | | | 2009 | |
| | | Net Income
(Loss) | | | Diluted
EPS | | | Net Income
(Loss) | | | Diluted
EPS | | | Net Income
(Loss) | | | Diluted
EPS | |
As Adjusted | | $ | 2,235 | | | $ | 0.30 | | | $ | (3,277 | ) | | $ | (0.44 | ) | | $ | 2,241 | | | $ | 0.29 | |
Remediation Charges, Net of Tax | | | (3,600 | ) | | | (0.48 | ) | | | — | | | | — | | | | (8,200 | ) | | | (1.09 | ) |
Other Operating Gains, Net of Tax | | | 1,757 | | | | 0.23 | | | | — | | | | — | | | | — | | | | — | |
Deferred Tax Asset Valuation Allowance | | | (7,628 | ) | | | (1.01 | ) | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
As Reported | | $ | (7,236 | ) | | $ | (0.96 | ) | | $ | (3,277 | ) | | $ | (0.44 | ) | | $ | (5,959 | ) | | $ | (0.80 | ) |
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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 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Annual Meeting Slide Presentation* |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | American Pacific Corporation |
| | | |
Date: March 13, 2012 | | | | By: | | /s/ JOSEPH CARLEONE |
| | | | | | Joseph Carleone, PH.D. |
| | | | | | President and Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit No. | | Description |
| |
| 99.1 | | Annual Meeting Slide Presentation* |
