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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) February 9, 2005
GENCORP INC.
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(Exact name of registrant as specified in its charter)
Ohio 1-01520 34-0244000
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
Highway 50 and Aerojet Road, Rancho Cordova, California 95670
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
916-355-4000
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(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 240.13a-4(c))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Attached hereto as Exhibit 99.1 and incorporated herein by reference is the text
of the registrant's press release issued on February 9, 2005 in which GenCorp
Inc. reported financial results for the fourth quarter and fiscal year ended
November 30, 2004.
As discussed in Exhibit 99.1, the press release contains forward-looking
statements within the meaning of the federal securities laws. These statements
are present expectations, and are subject to the limitations listed therein and
in GenCorp's other SEC reports, including that actual events or results may
differ materially from those in the forward-looking statements.
The foregoing information (including Exhibit 99.1) is being furnished under
"Item 2.02. Results of Operations and Financial Condition" and "Item 7.01.
Regulation FD Disclosure." Such information (including Exhibit 99.1) shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such filing.
The filing of this Report and the furnishing of this information pursuant to
Items 2.02 and 7.01 (including Exhibit 99.1) do not mean that such information
is material or that disclosure of such information is required.
ITEM 7.01. REGULATION FD DISCLOSURE
See "Item 2.02. Results of Operations and Financial Condition" above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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99.1 GenCorp Inc.'s press release dated February 9, 2005.
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.
GENCORP INC.
By: /s/ Mark A. Whitney
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Name: Mark A. Whitney
Title: Vice President, Law;
Deputy General Counsel
and Assistant Secretary
EXHIBIT INDEX
Exhibit Number Description
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99.1 GenCorp Inc.'s press release dated February 9, 2005.