SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 12, 1998
American Pacific Corporation
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(Exact name of registrant as specified in its charter)
DELAWARE 1-8137 59-6490478
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada 89109
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Address of principal executive offices
Registrant's telephone number, including area code: (702) 735-2200
N/A
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(Former name or former address, if changed since last report.)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 12, 1998, the Registrant consummated the acquisition
from Kerr-McGee Chemical Corporation ("Kerr-McGee") of certain intangible assets
(collectively, the "Rights"), such as process data, technical information,
customer lists, marketing contacts and expertise related to Kerr McGee's
production of Ammonium Perchlorate ("AP") for a purchase price of $39.0 million
(the "Acquisition"). Under the purchase agreement entered into between the
parties on October 10, 1997 (the "Purchase Agreement"), the Registrant also
acquired an option (the "Option") to purchase all or any portion of the
inventory of AP stored at Kerr-McGee's premises on the closing date of the
Acquisition (the "Closing Date"), which AP is not owned by, or identified to a
firm order from, a Kerr-McGee customer (the "Inventory"). The Option is
exercisable from time to time within the 12 month period commencing on the
Closing Date (the "Option Period"). The purchase price of the acquired Rights
and Option were determined by arms length negotiations between the parties.
There exists no material relationship between the Registrant, any of its
affiliates, directors and officers or any associates thereof, and Kerr-McGee.
The Acquisition does not include Kerr-McGee's production
facilities (the "Production Facilities") and certain related water and power
supply agreements used by Kerr-McGee in the production of AP. Under the Purchase
Agreement, Kerr-McGee ceased the production and sale of AP, except under the
certain limited circumstances described below, and the Production Facilities may
continue to be used by Kerr- McGee for production of AP under those
circumstances. Under the Purchase Agreement, Kerr-McGee has reserved a
perpetual, royalty-free, nonexclusive license to use any of the technology
forming part of the Rights as may be necessary or useful to use, repair or sell
the Production Facilities (the "Reserved License").
Under the Purchase Agreement, Kerr-McGee reserves the right to
sell the Inventory to the extent not purchased by the Registrant pursuant to the
Option, to process and sell certain reclaimed AP that is not suitable for use in
solid fuel rocket motors, and to produce and sell AP (i) to fulfill orders
scheduled for delivery after the closing, subject to making payments to the
Registrant with respect to such orders, as provided in the Purchase Agreement
and (ii) in the event of the Registrant's inability to meet customer demand or
requirements, breach of the Purchase Agreement or termination of the
Registrant's AP business.
Concurrently with the closing under the Purchase Agreement,
the Registrant completed a private placement of $75.0 million principal amount
of its 9 1/4% Senior Notes due 2005 to institutional investors through Credit
Suisse First Boston Corporation. A portion of the proceeds of such placement
were utilized to pay the purchase price under the Purchase Agreement.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable. The acquisition reported herein did not
involve the acquisition of a business within the meaning of Rule 11- 01(d) of
Regulation S-X.
(b) Pro Forma Financial Information.
Pro Forma Financial Information, presented under the
requirements of Rule 11-01(a)(8) of Regulation S-X, is incorporated herein by
reference to Item 7 to the Registrant's Current Report on Form 8-K, dated
February 19, 1998.
(c) Exhibits:
2.1 Asset Purchase Agreement dated as of October 10, 1997
between AMPAC, Inc. and Kerr-McGee Chemical
Corporation, incorporated herein by reference to
Exhibit 99.1 to the Registrant's Current Report on
Form 8-K, dated February 19, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMERICAN PACIFIC CORPORATION
Dated: March 27, 1998 By:__________________________
Name: David N. Keys
Title: Executive Vice President and
Chief Financial Officer
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