UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
Under the Securities Exchange Act of 1934
American Pacific Corporation
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
028740108
(CUSIP Number)
Cornwall Capital Management LP
One Rockefeller Plaza, 24th Floor
New York, New York 10020
Attention: Ian D. Haft
(917) 639-5438
With a copy to:
Richard J. Birns, Esq.
Boies, Schiller & Flexner LLP
575 Lexington Avenue, 7th Floor
New York, NY 10022
(212) 446-2300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 25, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No.028740108 |
| 1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cornwall Master LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,016,481 shares of common stock | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,016,481 shares of common stock | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,481 shares of common stock | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
13.3% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. 028740108 |
| 1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cornwall Capital Management LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,016,481 shares of common stock | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,016,481 shares of common stock | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,481 shares of common stock | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
13.3% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN | |||||
| CUSIP No. 028740108 |
| 1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Cornwall GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,016,481 shares of common stock | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,016,481 shares of common stock | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,481 shares of common stock | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
13.3% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| CUSIP No. 028740108 |
| 1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
James Mai | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,016,481 shares of common stock | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,016,481 shares of common stock | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,481 shares of common stock | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
13.3% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
This Amendment No. 4 (this “Amendment”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 12, 2011 (as amended by Amendment No. 1 filed with the SEC on December 6, 2011, Amendment No. 2 filed with the SEC on June 6, 2012 and Amendment No. 3 filed with the SEC on September 6, 2012 and hereby, the “Schedule 13D”), with respect to shares of common stock, par value $0.10 per share (the “Shares”), of American Pacific Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13D. This Amendment amends Items 3, 4, and 5 as set forth below.
| Item 3. | Source and Amount of Funds or other Consideration |
Item 3 is amended and restated as follows as of the date hereof:
Funds for the purchase of the Shares by Cornwall Master reported herein were derived from general working capital made in the ordinary course of business. A total of approximately $8,103,087 (excluding commissions) was paid to acquire the Shares reported herein.
| Item 4. | Purpose of Transaction |
Item 4 is amended and supplemented to add the following information for updating as of the date hereof:
As previously disclosed and pursuant to the September 6th Letter, the Reporting Persons and the Company have been in discussions regarding representation on the Board by one or more persons designated by the Reporting Persons. As part of such discussions, (i) Cornwall Master has provided the Company with certain information regarding two potential director candidates for the Board (the “Potential Candidates”) and (ii) the Company has agreed to grant Cornwall Master a limited and specific, one-time waiver of the advance notice requirements under the Amended and Restated By-laws of the Company for Cornwall Master to provide timely advance notice of nominations of directors; provided that such waiver (i) only extends to November 16, 2012,and (ii) is only applicable to the Potential Candidates.
At this time Cornwall Master has not sent advance notice to the Company that it intends to nominate any director candidates for election to the Board, and Cornwall Master and the Company have not reached any agreement with respect to Board representation by Cornwall Master. There is no assurance that any such advance notice will be sent or that any such agreement will be reached.
| Item 5. | Interest in Securities of the Company |
Item 5(a)-(c) is amended and supplemented to add the following information for updating as of the date hereof:
(a) As of the date hereof, the Reporting Persons may be deemed the beneficial owner of an aggregate of 1,016,481 Shares directly held by Cornwall Master. The Shares beneficially owned by the Reporting Persons represent approximately 13.3351% of the Shares outstanding. Percentages of the Shares outstanding reported in this Schedule 13D are calculated based upon the 7,622,591 Shares outstanding as of July 31, 2012, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed by the Company with the SEC on August 13, 2012.
Cornwall Master directly holds 1,016,481 Shares; none of the other Reporting Persons directly hold any Shares.
(b) Due to the relationships described in Item 2, each of the Reporting Persons shares voting and dispositive power over the Shares held directly by Cornwall Master.
(c) The trading dates, number of Shares purchased or sold, and the price per Share for all transactions by the Reporting Persons in Shares since the last filing on Schedule 13D, all of which were brokered transactions, are set forth below.
| Name of Reporting Person | Date | Number of Shares Purchased (Sold) | Average Price per Share | |||||||||
Cornwall Master | 10/04/2012 | 50,000 | $ | 12.0000 | ||||||||
Cornwall Master | 10/08/2012 | 145 | $ | 11.9947 | ||||||||
Cornwall Master | 10/23/2012 | 4,900 | $ | 12.2015 | ||||||||
Cornwall Master | 10/24/2012 | 2,100 | $ | 12.4924 | ||||||||
Cornwall Master | 10/25/2012 | 7,300 | $ | 12.4230 | ||||||||
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
Dated: October 29, 2012
| CORNWALL MASTER LP | ||||
| By: | Cornwall GP, LLC, its general partner | |||
| By: | /s/ James Mai | |||
| Name: James Mai | ||||
| Title: Managing Member | ||||
| CORNWALL CAPITAL MANAGEMENT LP | ||||
| By: | CMGP, LLC, its general partner | |||
| By: | /s/ James Mai | |||
| Name: James Mai | ||||
| Title: Managing Member | ||||
| CORNWALL GP, LLC | ||||
| By: | /s/ James Mai | |||
| Name: James Mai | ||||
| Title: Managing Member | ||||
/s/ James Mai | ||||
| JAMES MAI, individually | ||||
