Form 8-K

0000898430-02-004496.txt : 20021213 0000898430-02-004496.hdr.sgml : 20021213 20021213123347 ACCESSION NUMBER: 0000898430-02-004496 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021211 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PACIFIC CORP CENTRAL INDEX KEY: 0000350832 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 596490478 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08137 FILM NUMBER: 02856752 BUSINESS ADDRESS: STREET 1: 3770 HOWARD HUGHES PKWY STE 300 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027352200 MAIL ADDRESS: STREET 1: 3770 HOWARD HUGHES PKWY STE 300 STREET 2: 3770 HOWARD HUGHES PKWY STE 300 CITY: LAS VEGAS STATE: NV ZIP: 89109 8-K 1 d8k.htm FORM 8-K Form 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 11, 2002

American Pacific Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-8137	59-6490478
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada		89109
(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.)

Page 1

Item 5. Other Events.

On December 11, 2002, American Pacific Corporation issued the press release annexed as an exhibit hereto, which is incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

		Exhibit No.		Description
		99.1		Press Release dated December 11, 2002

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: December 12, 2002	By:	/s/ DAVID N. KEYS
		David N. Keys Executive Vice President & Chief Financial Officer

Page 2

EX-99.1 3 dex991.htm PRESS RELEASE DATED 12/11/2002 Press Release dated 12/11/2002

EXHIBIT 99.1

AMERICAN PACIFIC CORPORATION

Contact: David N. Keys—(702) 735-2200 ext. 166

E-mail: Investor@apfc.com Website: www. apfc.com

AMERICAN PACIFIC REPORTS INVESTMENT IN EXPLOSIVES BUSINESS

LAS VEGAS, NEVADA, December 11, 2002 — American Pacific Corporation (NASDAQ: APFC) today reported that it had made an investment of approximately $10.7 million in Energetic Systems Inc., LLC (“ES”), a joint venture entity formed to acquire and manage a fully operational commercial explosives business.

The form of the investment in ES is a combination of term debt, preferred stock and common equity. The investment was made and will be held by the Company’s newly organized, wholly-owned indirect subsidiary, Energetic Additives Inc., LLC (“EA”). EA holds a 50% equity interest in ES. The remaining 50% equity interest is held by a private entity with extensive experience in the explosives industry.

ES today completed the purchase of certain assets and the assumption of certain liabilities of Slurry Explosives Corporation and Universal Tech Corporation (collectively “SEC/UTC”), subsidiaries within LSB Industries, Inc. SEC/UTC is involved in the manufacture and distribution of commercial explosives, and is a respected research, development and testing organization specializing in the development and testing of products and processes for commercial explosives and energetic compounds. The Company will account for it’s investment in ES using the equity method of accounting. Over the past five years ended December 31, 2001, SEC/UTC has generated normalized (excluding unusual and non-recurring items) annual earnings before interest and taxes of between $1.4 million and $1.7 million.

Risk Factors/Forward Looking Statements

Except for the historical information contained herein, this News Release may contain Forward Looking Statements that are subject to risks and uncertainties, including low or declining demand and/or downward pricing pressures for the Company’s products; governmental budget constraints and/or decreases affecting the U.S. Department of Defense or NASA which would cause a decrease in demand for ammonium perchlorate (“AP”); technological advances or new competitive products causing a reduction or elimination of demand for the Company’s products; success or failure of government programs or governmental customers; our ability to profitably integrate, manage and operate new businesses and/or investments competitively and cost effectively; and the litigation and contingencies, as well as other risks detailed from time to time in the Company’s SEC reports, including the most recent Form 10-K and 10-Q Reports (which are incorporated herein by reference).

American Pacific Corporation is a specialty chemical company that produces products used primarily in space flight and defense systems, automotive airbag safety systems, fire extinguishment systems and explosives. The Company also designs and manufactures environmental protection products and is involved in real estate development.