-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WoDDrjXHfbfzJ3d3cYGQH7Cy768X+8VC1DLtqMHVMYYPIxCKhidGnD6kyDsbsgmB hSfqgVX7tMyEP/UTCnNKFQ== 0000921895-96-000388.txt : 19960910 0000921895-96-000388.hdr.sgml : 19960910 ACCESSION NUMBER: 0000921895-96-000388 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960906 EFFECTIVENESS DATE: 19960925 SROS: NASD 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11469 FILM NUMBER: 96626378 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 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 6 1996 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 -------------------- AMERICAN PACIFIC CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE 59-6490478 (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 3770 HOWARD HUGHES PARKWAY, 89109 SUITE 300 (Zip Code) LAS VEGAS, NEVADA (Address of principal executive offices) 1994 DIRECTORS' STOCK OPTION PLAN (Full Title of the Plan) C. KEITH ROOKER EXECUTIVE VICE PRESIDENT AMERICAN PACIFIC CORPORATION 3770 HOWARD HUGHES PARKWAY, SUITE 300 LAS VEGAS, NEVADA 89109 (Name and Address of Agent for Service) (702) 735-2200 (Telephone number, including area code, of agent for service) --------------- WITH A COPY TO: VICTOR M. ROSENZWEIG, ESQ. OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP 505 PARK AVENUE NEW YORK, NEW YORK 10022 (212) 753-7200 --------------- Approximate date of proposed sales pursuant to the plan: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. --------------- CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered(1) registered per share price fee - -------------------------------------------------------------------------------- Common Stock, $.10 par value 35,000 shares(2)(3) $7.50(3) $212,500 $90.52 ------------------------------------------------------------- 5,000 shares(2)(3) $6.00(3) $ 30,000 $10.34 - -------------------------------------------------------------------------------- Total......... $100.86 ================================================================================ (1) The contents of the Company's previously filed Form S-8s, (Registration Nos. 33-21565, 33-30321, 33-36887, and 33-52898) are incorporated herein by reference. (2) There are also registered hereby such indeterminate number of shares of Common Stock as may become issuable by reason of the operation of the anti-dilution provisions of the 1994 Directors' Stock Option Plan (the "Directors' Plan") of the Company. (3) Includes 35,000 shares with respect to which options were granted under the Directors' Plan at an exercise price of $7.50. An additional 5,000 shares may be offered under the Directors' Plan at market price at the date of grant. Pursuant to Rules 457(g) and (h), the offering price for such 5,000 shares is estimated solely for the purpose of determining the registration fee and is based on the average of the high and low prices of the Company's Common Stock ($6.00) as reported by the Nasdaq National Market on September 3, 1996. ================================================================================ -2- Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. SUBJECT TO COMPLETION, DATED SEPTEMBER 6, 1996 PROSPECTUS 118,000 SHARES AMERICAN PACIFIC CORPORATION Common Stock, $.10 par value This Prospectus relates to the reoffer and resale by certain selling shareholders (the "Selling Shareholders") who may be deemed affiliates (as defined in Rule 405 of the Securities Act of 1933, as amended) of shares (the "Shares") of Common Stock, $.10 par value (the "Common Stock") of American Pacific Corporation (the "Company") that may be issued by the Company to the Selling Shareholders upon the exercise of outstanding stock options granted pursuant to (i) the Company's Incentive Stock Option Plan For Key Employees - 1982 (the "1982 Plan") (ii) the Company's 1988 Non-Qualified Stock Option Plan, (the "1988 Non-Qualified Plan"), (iii) the Company's 1988 Incentive Stock Option Plan (the "1988 Incentive Plan") and (iv) the Company's 1991 Non-Qualified Stock Option Plan (the "1991 Plan"). With respect to the Shares that may be issued to the Selling Shareholders or additional affiliates under the 1991 Plan, this Prospectus also relates to certain Shares underlying options which have not as of this date been granted. If and when such options are granted, the Company intends to distribute a Prospectus Supplement as required by the Act. Such Prospectus Supplement will specify the names of the future Selling Shareholders and the amount of shares to be reoffered and sold by them. The offer and sale of the Shares to the Selling Shareholders have been previously registered under the Act. The Shares are being reoffered and may be resold for the account of the Selling Shareholders and the Company will not receive any of the proceeds from the resale of the Shares. The Selling Shareholders have advised the Company that the resale of their Shares may be effected from time to time in one or more transactions on the NASDAQ National Market ("NASDAQ"), in negotiated transactions or otherwise at market prices prevailing at the time of the sale or at prices otherwise negotiated. See "Plan of Distribution." The Company will bear all expenses in connection with the preparation of this Prospectus. SEE "RISK FACTORS" ON PAGE 4 HEREOF FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY. The Common Stock of the Company is traded on NASDAQ under the symbol "APFC". On September 3, 1996, the closing price for the Common Stock, as reported by NASDAQ, was $6.00. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is September __, 1996. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; Suite 1400, 500 West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. TABLE OF CONTENTS AVAILABLE INFORMATION............................................2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................3 RISK FACTORS.....................................................4 GENERAL INFORMATION..............................................5 USE OF PROCEEDS..................................................6 SELLING SHAREHOLDERS.............................................6 PLAN OF DISTRIBUTION.............................................7 LEGAL MATTERS....................................................7 EXPERTS..........................................................8 ADDITIONAL INFORMATION...........................................8 -2- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1995 and its Quarterly Reports on Form 10-Q for the quarters ended December 31, 1995, March 31, 1996 and June 30, 1996 are incorporated by reference in this Prospectus and shall be deemed to be a part hereof. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this offering, are deemed to be incorporated by reference in this Prospectus and shall be deemed to be a part hereof from the date of filing of such documents. The Company's Application for Registration of its Common Stock under Section 12(g) of the Exchange Act filed on December 28, 1992, is incorporated by reference in this Prospectus and shall be deemed to be a part hereof. The Company hereby undertakes to provide without charge to each person to whom a copy of this Prospectus has been delivered, on the written or oral request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated in this Prospectus by reference, other than exhibits to such documents. Written requests for such copies should be directed to American Pacific Corporation, 3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada 89109, Attention: C. Keith Rooker, Executive Vice President. Oral requests should be directed to such officer (telephone number (702) 735-2200). ---------- No dealer, salesman or other person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offer made hereby, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or any Selling Shareholder. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, the securities offered hereby to any person in any state or other jurisdiction in which such offer or solicitation is unlawful. The delivery of this Prospectus at any time does not imply that information contained herein is correct as of any time subsequent to the date of this Prospectus. -3- RISK FACTORS Certain matters discussed in this Prospectus may be forward- looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to, the risk factors set forth below. The following important risk factors, among others, may cause the Company's operating results and/or financial position to be adversely affected from time to time: 1. Declining demand or downward pricing pressure for the Company's products as a result of general or specific economic conditions, governmental budget decreases affecting the Department of Defense or NASA which would cause a continued decrease in demand for AP, technological advances and improvements or new competitive products causing a reduction or elimination of demand for AP, sodium azide or Halotron, the ability and desire of purchasers to substitute other products for the Company's products based upon perceived quality and pricing, and the fact that perchlorate chemicals, sodium azide, Halotron and the Company's environmental products have limited applications and highly concentrated customer bases. 2. Competitive factors including, but not limited to, the Company's limitations respecting financial resources and its ability to compete against companies with substantially greater resources, significant excess market supply in the AP and sodium azide markets and the development or penetration of competing new products, particularly in the propulsion, airbag inflation and fire suppression businesses. 3. Underutilization of the Company's manufacturing facilities resulting in production inefficiencies and increased costs, the inability to recover facility costs and reductions in margins. 4. Difficulties in procuring raw materials, supplies, power and natural gas used in the production of perchlorates, sodium azide or Halotron products or used in the engineering and assembly process for environmental protection equipment products. 5. The Company's ability to control the amount of operating expenses and/or the impact of any non-recurring or unusual items resulting from the Company's continuing evaluation of its strategies, plans, organizational structure and asset valuations. 6. Risks associated with the Company's real estate activities, including, but not limited to, dependence upon the Las Vegas commercial, industrial and residential real estate markets, changes in general or specific economic conditions, -4- interest rate fluctuations affecting the availability and the cost of financing, the performance of the managing partner of the Gibson Ranch L.L.P. (Ventana Canyon Joint Venture) and regulatory and environmental matters that may have a negative impact on sales. 7. The effects of, and changes in, trade, monetary and fiscal policies, laws and regulations and other activities of governments, agencies or similar organizations, including, but not limited to, environmental, safety and transportation issues. 8. The cost and effects of legal and administrative proceedings, settlements and investigations, particularly those described in the "Commitments and Contingencies" note to the Company's financial statements contained in its most current periodic SEC report, and claims made by or against the Company relative to patents or property rights. 9. The adoption of new, or changes in existing, accounting policies and practices. GENERAL INFORMATION The Company, through its indirect subsidiary Western Electrochemical Company ("WECCO"), is engaged in the production of specialty chemical, ammonium perchlorate ("AP"), for the aerospace and national defense industries. The Company is one of two domestic manufacturers of AP, which is used primarily as an oxidizing agent in composite solid propellants for rockets, booster motors and missiles. The Company's customers for AP are primarily contractors in programs of the National Aeronautics and Space Administration ("NASA") and the Department of Defense ("DDD"), and companies providing commercial satellite launch services. These NASA and DDD contractors are engaged in space exploration projects such as the Space Shuttle Program and in the production of defense systems. Other customers for the Company's AP include aerospace and defense agencies of foreign countries. In May 1994, the Company and its principal customer, Thiokol Corporation ("Thiokol"), executed an amendment (the "Amendment") to the 1989 Advance Agreement. The 1989 Advance Agreement represents one of certain agreements related to the sale of AP. The Company and Thiokol previously had a dispute over the interpretation of these agreements. See Legal Proceedings. As a result of a significant change in the demand for AP, during the fiscal year ended September 30, 1994, the Company recognized an impairment charge of $39,401,000 related to WECCO's fixed assets. The Company is a party to agreements with Dynamit Nobel A.G., of Germany ("Dynamit Nobel") relating to the production and sale of sodium azide, the principal component of the gas generant used in automotive airbag systems. Dynamit Nobel licensed to the -5- Company, on an exclusive basis for the North American market, its technology and know-how in the production of sodium azide, and has provided the technical support for the design, construction and start-up of the Company's sodium azide facility. Funding for the facility was partially provided by means of the sale of $40,000,000 principal amount of noncallable subordinated secured notes (the "Azide Notes") to a major state public employee retirement fund and a leading investment management company. The Company commenced commercial sales of sodium azide in fiscal 1994. In February 1992, the Company acquired (by exercise of an option previously granted to it) the worldwide rights of Halotron, a fire suppression system that includes chemical compounds and application technology intended to replace halons, which have been found to be ozone layer-depleting chemicals. Halotron has applications as a fire suppression agent for military, commercial and industrial uses. The Company has completed the construction of a plant for the production of certain Halotron products. The Company expects to become a qualified supplier for military, commercial and industrial applications for Halotron products, although there can be no assurance in that regard. As of the date hereof, the Company's sales of Halotron products have not been significant. The Company is also engaged in the development of real estate and in the production of environmental protection and waste water treatment equipment. The Company's principal executive offices are located at 3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada 89109. The Company's telephone number at such location is (702) 735- 2200. USE OF PROCEEDS The Shares offered hereby were or will be purchased by the Selling Shareholders upon exercise of options granted to them and will be sold for the account of the Selling Shareholders. The Company will receive the exercise price of the options when exercised by the holders thereof. Such proceeds will be used for working capital purposes by the Company. The Company will not receive any of the proceeds from the reoffer and resale of the Shares by the Selling Shareholders. SELLING SHAREHOLDERS This Prospectus relates to the reoffer and resale of Shares issued or that may be issued under the 1982 Plan, the 1988 Non-Qualified Plan, the 1988 Incentive Plan and the 1991 Plan to those Selling Shareholders who are deemed to be affiliates. -6- The following table sets forth (i) the number of shares of Common Stock beneficially owned by each Selling Shareholder at August 1, 1996, (ii) the number of Shares of Common Stock to be offered for resale by each Selling Shareholder and (iii) the number and percentage of shares of Common Stock to be held by each Selling Shareholder after completion of the offering.
Number of shares of Common Stock/ Number of Percentage of Class to Number of shares of Shares to be be Owned After Common Stock Owned at Offered for Completion of the Name August 1, 1996 (1) Resale Offering - ---------------------------------------- ------------------------ ----------------- ------------------------ Fred D. Gibson Jr.(2)................... 442,812 35,000 397,812/4.8% C. Keith Rooker(3)...................... 114,371 68,000 46,371/* John R. Gibson(4)....................... 41,382 15,000 26,382/*
- ---------- * less than one percent (1) Includes shares issuable upon the exercise of options, which options are exercisable within 60 days after August 1, 1996. (2) Fred D. Gibson has been a Director of the Company since 1982 and became Chairman of the Board of Directors and President and Chief Executive Officer of the Company in 1985. (3) C. Keith Rooker has been a Director of the Company since 1988. Mr. Rooker has been Executive Vice President of the Company since 1988. (4) John R. Gibson has been a Director of the Company since 1988. Mr. Gibson has been the Company's Vice President -- Engineering & Operations since March 1992. PLAN OF DISTRIBUTION It is anticipated that all of the Shares will be offered by the Selling Shareholders from time to time in the open market, either directly or through brokers or agents, or in privately negotiated transactions. The Selling Shareholders have advised the Company that they are not parties to any agreement, arrangement or understanding as to such sales. LEGAL MATTERS Certain legal matters in connection with the issuance of the Shares offered hereby have been passed upon for the Company by Messrs. Olshan Grundman Frome & Rosenzweig LLP, New York, New York 10022. Victor M. Rosenzweig, a member of Olshan Grundman Frome & Rosenzweig LLP, is a Director of the Company and holds 1,400 shares of Common Stock and options to purchase 5,000 shares of Common Stock. The shares underlying all of the options held by Mr. Rosenzweig are being registered concurrently with this Prospectus. -7- EXPERTS The consolidated financial statements incorporated in this registration statement by reference from the Company's Annual Report on Form 10-K for the year ended September 30, 1995 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. ADDITIONAL INFORMATION The Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-8 under the Securities Act with respect to the Shares offered hereby. For further information with respect to the Company and the securities offered hereby, reference is made to the Registration Statement. Statements contained in this Prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance, reference is made to the copy of such contract or document filed as an exhibit to the Registration Statement, such statement being qualified in all respects by such reference. -8- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference and made a part hereof: (a) American Pacific Corporation's (the "Company") Annual Report on Form 10-K for the fiscal year ended September 30, 1995. (b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1995, March 31, 1996 and June 30, 1996. (c) The description of the Company's securities contained in the Company's Registration Statement on Form 8- A filed December 28, 1992. All reports and other documents subsequently filed by the Company pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL Certain legal matters in connection with the issuance of the Shares offered hereby have been passed upon for the Company by Messrs. Olshan Grundman Frome & Rosenzweig LLP, New York, New York 10022. Victor M. Rosenzweig, a member of such firm, is a Director of the Company and holds 1,400 shares of Common Stock and options to purchase 5,000 shares of Common Stock. The shares underlying all of the options held by Mr. Rosenzweig are being registered concurrently with this Prospectus. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS The certificate of incorporation and by-laws of the Company provide that the Company shall indemnify to the extent permitted by Delaware law, any person whom it may indemnify thereunder, -9- including directors, officers, employees and agents of the Company. The pertinent section of Delaware law is set forth below in full. Such indemnification (other than as ordered by a court) shall be made by the Company only upon a determination that indemnification is proper in the circumstances because the individual met the applicable standard of conduct. Advances for such indemnification may be made pending such determination. Such determination shall be made by a majority vote of a quorum consisting of disinterested directors, or by independent legal counsel or by the stockholders. In addition, the Company has amended its certificate of incorporation to eliminate, to the extent permitted by Delaware law, personal liability of directors to the Company and its stockholders for monetary damages for breach of fiduciary duty as directors. The Company also maintains a directors and officers insurance and company reimbursement policy. The policy insures directors and officers against unindemnified loss arising from certain wrongful acts in their capacities and reimburses the Company for such loss for which the Company has lawfully indemnified the directors and officers. The policy contains various exclusions, no one of which relates to the offering hereunder. Section 145 of the Delaware General Corporation Law provides as follows: (a) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or -10- proceeding, had reasonable cause to believe that his conduct was unlawful. (b) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. -11- (e) Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition or such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. Such expenses incurred by other employees and agents may be paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. (h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any such excise taxes -12- assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner reasonably believed to be in the interest of the participants and beneficiaries of any employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company has purchased director and officer liability insurance for its directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS 4(a) - 1994 Directors' Stock Option Plan (the "Directors' Plan"). 4(b) - Form of Option Agreement for the Directors' Plan. 5 - Opinion of Olshan Grundman Frome & Rosenzweig LLP. 23(a) - Consent of Deloitte & Touche LLP, independent auditors. 23(b) - Consent of Olshan Grundman Frome & Rosenzweig LLP (included in its opinion filed as Exhibit 5). 24 - Powers of Attorney (included on page 12). ITEM 9. UNDERTAKINGS. A. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: -13- (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement; (2) That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at -14- that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. -15- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on this 31st day of July, 1996. AMERICAN PACIFIC CORPORATION (Registrant) By: /S/ FRED D. GIBSON, JR. ----------------------------------------------------- Fred D. Gibson, Jr., Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEYS AND SIGNATORIES Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Each of the undersigned officers and directors of American Pacific Corporation hereby constitutes and appoints C. Keith Rooker and David N. Keys and each of them singly, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him in his name in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and to prepare any and all exhibits thereto, and other documents in connection therewith, and to make any applicable state securities law or blue sky filings, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite or necessary to be done to enable American Pacific Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. SIGNATURE TITLE DATE --------- ----- ---- President (Principal /S/ FRED D. GIBSON, JR. Executive Officer) and - --------------------------------- Director July 31, 1996 (Fred D. Gibson, Jr.) /S/ JOHN R. GIBSON Executive Vice President July 31, 1996 - --------------------------------- and Director (John R. Gibson) /S/ C. KEITH ROOKER Director July 31, 1996 - --------------------------------- (C. Keith Rooker) Vice President, Chief Financial Officer and /S/ DAVID N. KEYS Treasurer (Principal - --------------------------------- Financial Officer) July 31, 1996 (David N. Keys) /S/ THOMAS A. TURNER Director July 31, 1996 - --------------------------------- (Thomas A. Turner) /S/ NORVAL F. POHL Director July 31, 1996 - --------------------------------- (Norval F. Pohl) /S/ BERLYN D. MILLER Director July 31, 1996 - --------------------------------- (Berlyn D. Miller) /S/ THOMAS L. WAR Director July 31, 1996 - --------------------------------- (Thomas L. War) /S/ CHARLES H. FELTZ Director July 31, 1996 - --------------------------------- (Charles H. Feltz) /S/ JANE L. WILLIAMS Director July 31, 1996 - --------------------------------- (Jane L. Williams) /S/ VICTOR M. ROSENZWEIG Director July 31, 1996 - --------------------------------- (Victor M. Rosenzweig) -16- EX-4.(A) 2 INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS AMERICAN PACIFIC CORPORATION 1994 DIRECTORS' STOCK OPTION PLAN ARTICLE I PURPOSE The purpose of the American Pacific Corporation 1994 Directors' Stock Option Plan (the "Plan") is to secure for American Pacific Corporation and its stockholders the benefits arising from stock ownership by its Directors. The Plan will provide a means whereby such Directors may purchase shares of the common stock, $.10 par value, of American Pacific Corporation pursuant to options granted in accordance with the Plan. ARTICLE II DEFINITIONS The following capitalized terms used in the Plan shall have the respective meanings set forth in this Article: 2.1 "Committee" shall mean the Stock Option Committee of the Board of Directors of the Corporation, American Pacific Corporation, which shall consist of at least three Eligible Directors (as defined below) of the Board of Directors of the Corporation. 2.2 "Chairman" shall mean the duly appointed Chairman of any standing committee of the Board. 2.3 "Company" shall mean American Pacific Corporation and any of its subsidiaries. 2.4 "Director" shall mean any person who is a member of the Board of Directors of the Company. 2.5 "Eligible Director" shall be any Director who is not a full or part-time Employee of the Company. 2.6 "Exercise Price" shall mean the price per Share at which an Option may be exercised. 2.7 "Fair Market Value" shall mean the closing price of publicly traded Shares on the national securities exchange on which Shares are listed (if the Shares are so listed) or on the Nasdaq Stock Market System (if the Shares are regularly quoted on the Nasdaq Stock Market System), or, if not so listed or regularly quoted, the mean between the closing bid and asked prices of publicly traded Shares in the over-the-counter market Electronic Bulletin Board, or, if such bid and asked prices shall not be available, as reported by any nationally recognized quotation service selected by the Company. 2.8 "Grant Date" shall mean the later of (i) the date such Eligible Director is first elected as a member of the Board or (2) December 12, 1994. 2.9 "Option" shall mean an Option to purchase Shares granted pursuant to the Plan. 2.10 "Option Agreement" shall mean the written agreement described in Article VI herein. 2.11 "Permanent Disability" shall mean the condition of an Eligible Director who is unable to participate as a member of the Board by reason of any medically determined physical or mental impairment which can be expected to result in death or which can be expected to last for a continuous period of not less than twelve (12) months. 2.12 "Purchase Price" shall be the Exercise Price multiplied by the number of whole Shares with respect to which an Option may be exercised. 2.13 "Shares" shall mean shares of common stock, $.10 par value, of the Company. ARTICLE III ADMINISTRATION 3.1 GENERAL. This Plan shall be administered by the Committee in accordance with the express provisions of this Plan. 3.2 POWERS OF THE COMMITTEE. The Committee shall have full and complete authority to adopt such rules and regulations and to make all such other determinations not inconsistent with the Plan as may be necessary for the administration of the Plan. ARTICLE IV SHARES SUBJECT TO PLAN Subject to adjustment in accordance with Article IX an aggregate of 40,000 Shares are reserved for issuance under this Plan. Shares sold under this Plan may be either authorized but unissued Shares or reacquired Shares. If an Option or any portion thereof, shall expire or terminate for any reason without having been exercised in full, the unpurchased Shares covered by such Option shall be available for future grants of Options. -2- ARTICLE V GRANTS 5.1 GRANT. On the Grant Date, each Eligible Director shall receive the grant of an option to purchase 5,000 Shares, of which 2,500 shall vest and become exercisable immediately and 2,500 shall vest 12 months after the Grant Date. 5.2 COMPLIANCE WITH RULE 16B-3(C)(2)(II). The terms for the grant of Options to an Eligible Director may only be changed if permitted under Rule 16b-3(c)(2)(ii) of the Securities Exchange Act of 1934, as amended, and accordingly the formula for the grant of Options may not be changed or otherwise modified more than once in any six month period, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. ARTICLE VI TERMS OF OPTION Each Option shall be evidenced by a written Option Agreement executed by the Company and the Eligible Director which shall specify the Grant Date, the number of Shares subject to the Option, the Exercise Price and shall also include or incorporate by reference the substance of all of the following provisions and such other provisions consistent with this Plan as the Board may determine. 6.1 TERM. The term of the Option shall be five (5) years from the date an Option first become exercisable in accordance with Section 6.2 herein, subject to earlier termination in accordance with Articles VI and X. 6.2 RESTRICTION ON EXERCISE. Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Board at grant, provided, however, that except in the case of the Eligible Director's death or Permanent Disability, upon which events the Option will become immediately exercisable, unless a longer vesting period is otherwise determined by the Board at grant, Options shall be exercisable as follows: one-half of the aggregate Shares purchasable under an Option shall be immediately exercisable on the Grant Date, and the balance of the Shares purchasable under an Option shall be exercisable commencing one year after the Grant Date. 6.3 EXERCISE PRICE. The Exercise Price for each Share subject to an Option shall be the Fair Market Value of the Share as determined in Section 2.7 herein. -3- 6.4 MANNER OF EXERCISE. An Option shall be exercised in accordance with its terms, by delivery of a written notice of exercise to the Company and payment of the full purchase price of the Shares being purchased. An Eligible Director may exercise an Option with respect to all or less than all of the Shares for which the Option may then be exercised, but an Eligible Director must exercise the Option in full Shares. 6.5 PAYMENT. The Purchase Price of Shares purchased pursuant to an Option or portion thereof, may be paid in United States Dollars, in cash or by check, bank draft or money order payable to the Company. 6.6 TRANSFERABILITY. No Option shall be transferable otherwise than by will or the laws of descent and distribution, and an Option shall be exercisable during the Eligible Director's lifetime only by the Eligible Director, his guardian or legal representative. 6.7 TERMINATION OF MEMBERSHIP ON THE BOARD. If an Eligible Director's membership on the Board terminates for any reason, an Option vested on the date of termination may be exercised in whole or in part at any time within two (2) years after the date of such termination (but in no event after the term of the Option expires) and shall thereafter terminate. ARTICLE VII GOVERNMENT AND OTHER REGULATIONS 7.1 DELIVERY OF SHARES. The obligation of the Company to issue or transfer and deliver Shares for exercised Options under the Plan shall be subject to all applicable laws, regulations, rules, orders and approvals which shall then be in effect. 7.2 HOLDING OF STOCK AFTER EXERCISE OF OPTION. The Option Agreement shall provide that the Eligible Director, by accepting such Option, represents and agrees, for the Eligible Director and his permitted transferees hereunder that none of the Shares purchased upon exercise of the Option shall be acquired with a view to any sale, transfer or distribution of the Shares in violation of the Securities Act of 1933, as amended (the "Act") and the person exercising an Option shall furnish evidence satisfactory to that Company to that effect, including an indemnification of the Company in the event of any violation of the Act by such person. Notwithstanding the foregoing, the Company in its sole discretion may register under the Act the Shares issuable upon exercise of the Options under the Plan. -4- ARTICLE VIII WITHHOLDING TAX The Company may in its discretion, require an Eligible Director to pay to the Company, at the time of exercise of an Option an amount that the Company deems necessary to satisfy its obligations to withhold federal, state or local income or other taxes (which for purposes of this Article includes an Eligible Director's FICA obligation) incurred by reason of such exercise. When the exercise of an Option does not give rise to the obligation to withhold federal income taxes on the date of exercise, the Company may, in its discretion, require an Eligible Director to place Shares purchased under the Option in escrow for the benefit of the Company until such time as federal income tax withholding is required on amounts included in the Eligible Director's gross income as a result of the exercise of an Option. At such time, the Company, in its discretion, may require an Eligible Director to pay to the Company an amount that the Company deems necessary to satisfy its obligation to withhold federal, state or local taxes incurred by reason of the exercise of the Option, in which case the Shares will be released from escrow upon such payment by an Eligible Director. ARTICLE IX ADJUSTMENTS 9.1 PROPORTIONATE ADJUSTMENTS. If the outstanding Shares are increased, decreased, changed into or exchanged into a different number or kind of Shares or securities of the Company through reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, an appropriate and proportionate adjustment shall be made to the maximum number and kind of Shares as to which Options may be granted under this Plan. A corresponding adjustment changing the number or kind of Shares allocated to unexercised Options or portions thereof, which shall have been granted prior to any such change, shall likewise be made. Any such adjustment in the outstanding Options shall be made without change in the Purchase Price applicable to the unexercised portion of the Option with a corresponding adjustment in the Exercise Price of the Shares covered by the Option. Notwithstanding the foregoing, there shall be no adjustment for the issuance of Shares on conversion of notes, preferred stock or exercise of warrants or Shares issued by the Board for such consideration as the Board deems appropriate. 9.2 DISSOLUTION OR LIQUIDATION. Notwithstanding any other provision hereof, upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which -5- the Company is not the surviving corporation, or upon a sale of substantially all of the assets or property or more than 80% of the then outstanding Shares of the Company to another corporation, the Company shall give to each Eligible Director at the time of adoption of the plan for liquidation, dissolution, merger or sale either (1) a reasonable time thereafter within which to exercise the Option prior to the effective date of such liquidation or dissolution, merger or sale, or (2) the right to exercise the Option as to an equivalent number of Shares of stock of the corporation succeeding the Company or acquiring its business by reason of such liquidation, dissolution, merger, consolidation or reorganization. ARTICLE X AMENDMENT OR TERMINATION OF PLAN 10.1 AMENDMENTS. The Board may at any time amend or revise the terms of the Plan, provided no such amendment or revision shall, unless approved by the unanimous vote of the Board of Directors of the Corporation: (a) increase the maximum number of Shares which may be sold pursuant to Options granted under the Plan, except as permitted under the provisions of Article IX; (b) change the minimum Exercise Price set forth in Article VI; (c) increase the maximum term of Options provided for in Article VI; or (d) permit the granting of Options to any one other than as provided in Article V. 10.2 TERMINATION. The Board at any time may suspend or terminate this Plan. This Plan, unless sooner terminated, shall terminate on the fifth (5th) anniversary of its adoption by the Board. No Option may be granted under this Plan while this Plan is suspended or after it is terminated. 10.3 HOLDER OF CONSENT. No amendment, suspension or termination of the Plan shall, without the consent of the holder of Options, alter or impair any rights or obligations under any Option theretofore granted under the Plan. -6- ARTICLE XI MISCELLANEOUS PROVISIONS 11.1 PRIVILEGE OF STOCK OWNERSHIP. No Eligible Director entitled to exercise any Option granted under the Plan shall have any of the rights or privileges of a stockholder of the Company with respect to any Shares issuable upon exercise of an Option until certificates representing the Shares shall have been issued and delivered. 11.2 PLAN EXPENSES. Any expenses incurred in the administration of the Plan shall be borne by the Company. 11.3 USE OF PROCEEDS. Payments received from an Eligible Director upon the exercise of Options shall be used for general corporate purposes of the Company. 11.4 GOVERNING LAW. The Plan has been adopted under the laws of the State of Delaware. The Plan and all Options which may be granted hereunder and all matters related thereto, shall be governed by and construed and enforceable in accordance with the laws of the State of Delaware as it then exists. -7- EX-4.(B) 3 INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS STOCK OPTION AGREEMENT This Stock Option Agreement is made and entered into effective as of the day of December, 1994, by and between American Pacific Corporation, a Delaware corporation (the "Company"), and _____________________________, of __________________, ____________ (the "Optionee"). RECITALS: A. The Optionee is serving as a Director of the Company. The Company desires to encourage the ownership of its Common Stock by the Optionee, and to provide an incentive for the Optionee to assist in expanding and improving the growth, profitability and general prosperity of the Company and of its Subsidiary Corporations, and to stimulate the efforts of the Optionee by giving suitable recognition, in the form of compensation, to his abilities and industry, which contribute materially to the growth and profitability of the Company and of its Subsidiary Corporations. B. The Company has decided to grant to the Optionee the option to purchase shares of the Common Stock of the Company. C. The Company and the Optionee now desire to set forth the terms and conditions upon which the Optionee shall have the Option to purchase shares of the Common Stock of the Company, and certain terms and conditions that will govern the issuance, holding and exercise of such Options, in accordance with the Company's 1994 Directors' Stock Option Plan as adopted on December 12, 1994 (the "Plan"). PROVISIONS: NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties to this Option Agreement agree as follows: ARTICLE I DEFINITIONS As used in this Option Agreement, the following terms shall have the indicated meanings: 1.01 BOARD OF DIRECTORS. Unless otherwise indicated, the term Board of Directors shall mean the non-management members of the Board of Directors of the Company. 1.02 COMMITTEE shall mean the Stock Option Committee of the Board of Directors of the Company referred to in Article II of this Option Agreement. 1.03 COMMON STOCK shall mean the common stock of the Company, par value ten cents ($0.10) per share. 1.04 COMPANY shall mean American Pacific Corporation, a Delaware corporation. 1.05 DISABILITY shall mean a physical or mental condition that, based upon medical reports and other evidence satisfactory to the Committee, presumably permanently prevents the Optionee from satisfactorily performing his usual duties for the Company. 1.06 EXERCISE PRICE shall mean the price for which an Option granted hereunder may be exercised, as provided in Section 3.02 of this Option Agreement. 1.07 OPTION shall mean the right to purchase shares of the Common Stock of the Company, granted pursuant to the provisions of this Option Agreement. 1.08 OPTION AGREEMENT or AGREEMENT shall mean this Stock Option Agreement. 1.09 OPTIONEE shall mean the Optionee identified above, to whom this Option has been granted, upon the terms and conditions set forth in this Option Agreement. 1.10 SUBSIDIARY CORPORATIONS shall mean and include all corporations that join with the Company in, or would be eligible to join with the Company in, if timely and proper elections were made, the filing of a consolidated federal income tax return, under the applicable provisions of the Internal Revenue Code in effect from time to time. 1.11 VALUE of a share of the Common Stock of the Company shall mean the closing price of a share of the Company's Common Stock, as reported on the National Market System of the National Association of Securities Dealers, Inc. If a reported closing price is not available for the date on which the Common Stock is sought to be valued, the reported closing price for the next preceding business day shall be used. If reported closing prices are not available for either such date, the Value of a share of the Company's Common Stock shall be the arithmetic mean of the bid and asked prices of the Company's Common Stock, as published by the National Association of Securities Dealers, Inc., as of the date on which the Company's Common Stock is sought to be valued, or if quoted prices are not available as of such day, then the bid and asked prices as of the next preceding business day shall be used. If the Value cannot be determined under the preceding rules of this Section 1.11, the Value shall be the fair market value of the Company's Common Stock, determined under the method selected by the Committee. Unless modified by the Board of Directors, the Committee's good-faith determination of the Value of a share of the Company's Common Stock shall be conclusive, and shall be valid and binding upon all persons having any interest in any Option granted hereunder. 2 ARTICLE II ADMINISTRATION 2.01 COMMITTEE. Subject to the terms of the Plan, the Option granted pursuant to this Option Agreement shall be administered by the Stock Option Committee of the Board of Directors of the Company. If for any reason an Committee is not acting, the Board of Directors shall act as the Committee. All determinations, decisions, interpretations and other action made or taken with respect to the Option granted hereunder by the Committee shall be final and binding upon all persons having any interest in any Option granted pursuant hereto, unless otherwise determined by the Board of Directors. The Board of Directors shall have the power by appropriate action to reverse or modify any action taken by the Committee. 2.02 COMMITTEE TO CONSTRUE AGREEMENT. The Committee shall administer the Option granted pursuant hereto, and shall have all powers necessary for that purpose, including but not limited to the power to interpret this Agreement and the power to determine the rights hereunder of all persons. The Committee shall maintain the records of the Company that relate to the Option granted pursuant hereto, and shall have the power to adjust its records as necessary to correct errors and rectify omissions, in the manner that the Committee believes will best result in the equitable administration of the Option granted pursuant hereto. 2.03 ORGANIZATION OF COMMITTEE. The Committee may elect a chairman, and may adopt such rules as it deems desirable for the conduct of its affairs and for the administration of the Option. The Committee may appoint agents, who need not be members of the Committee, to whom it may delegate such powers as it deems appropriate. The action of a majority of the members of the Committee shall be the action of the Committee. 2.04 INDEMNIFICATION OF COMMITTEE MEMBERS. The Company shall defend, indemnify and hold harmless each member of the Committee against any and all claims, loss, damages, expense and liability arising from any actual or alleged action or failure to act in connection with the administration of the Option granted pursuant hereto, except when the same is judicially determined to be due to the gross negligence or willful misconduct of such Committee member. ARTICLE III TERMS AND CONDITIONS 3.01 NUMBER OF SHARES SUBJECT TO OPTION. The Company hereby grants to the Optionee, upon the terms and conditions set forth in this Option Agreement, the option to purchase Five Thousand (5,000) shares of the Common Stock of the Company. 3.02 EXERCISE PRICE. The price for which each Option hereby granted to the Optionee may be exercised shall be $ 7.50 per share of the Common Stock of the Company, which amount represents the Value of a share of the Common Stock on the date of this Option Agreement. 3 3.03 TIME FOR EXERCISE. The Option hereby granted to the Optionee shall be exercisable at the following times: With respect to Two Thousand Five Hundred (2,500) shares of common stock, the Option shall be exercisable on or after the date of this Option Agreement; With respect to an additional Two Thousand Five Hundred (2,500) shares of common stock, the Option shall be exercisable on or after one year after the date of this Option Agreement. The Option granted hereunder shall be exercisable for a period of five years after such Option first becomes exercisable in accordance with the foregoing provisions of this Section 3.03, unless the period of exercise is sooner terminated in accordance with the provisions of this Option Agreement. The Optionee shall have no right whatsoever to exercise the Option except during the times provided above. 3.04 RESTRICTIONS ON TRANSFERS AND ENCUMBRANCE. During the lifetime of the Optionee, the Option granted hereunder may not be sold, pledged, assigned, hypothecated, encumbered or transferred in any manner, either voluntarily or involuntarily, by operation of law or otherwise, except by will or by applicable laws of descent and distribution, and may be exercised during an Optionee's lifetime only by the Optionee or by the Optionee's legal representative. Any Option that has not expired as of the date of the Optionee's death may be exercised after the Optionee's death only by the person or persons to whom the Optionee's interest in the Option have passed by will, by the terms of a family trust agreement or other like instrument or by applicable laws of descent and distribution. 3.05 EXERCISE AFTER DEATH OR DISABILITY. In the event that the Optionee dies or becomes Disabled while in, or within ninety days after ceasing to be a Director of the Company, the Optionee shall be treated for all purposes of this Agreement as continuing in the service of the Company throughout the period ending on the date as of which the last Option granted to the Optionee hereunder would have expired under the provisions of this Article III but for the Optionee's death or Disability. 3.06 EXERCISE SUBJECT TO SERVICE. The Optionee may exercise the Option granted hereunder only if the Optionee has remained continuously in the service of the Company or as a Director since the date on which the Option sought to be exercised was granted to such Optionee, through a date that is not more than two years prior to the date on which the Option is sought to be exercised. The provisions of this Section shall not prevent the individual or entity to whom an Option has passed by will or by applicable laws of descent and distribution after the death of an Optionee from exercising the Option within the period of time during which the Option is otherwise exercisable under the provisions of this Option Agreement, if the Option was exercisable under all provisions of this Agreement (including the provisions of this Section 3.06) by the Optionee as of the date of the Optionee's death. 4 ARTICLE IV PROCEDURE FOR EXERCISE 4.01 TIME FOR EXERCISE. Subject to the provisions of this Article IV, the Option granted hereunder shall be exercisable only during the times provided in this Option Agreement. 4.02 EXERCISE UPON CORPORATE CAPITAL TRANSACTION. In the event that the Company, its shareholders, or both, enter into a written agreement to dispose of all or substantially all of the assets or Common Stock of the Company by means of a sale, merger, consolidation, reorganization, liquidation or similar transaction (other than a reorganization, merger or consolidation effected solely to change the Company's name or state of incorporation), the Option issued pursuant to this Option Agreement shall become immediately exercisable, whether or not such Option was exercisable prior to such event, during the period of time beginning with the date on which the Company agrees in writing to enter into such transaction, and ending on the earlier of the date the Option would otherwise have expired or the date on which the transaction is consummated. Upon the consummation of the transaction, any unexercised portion of the Option issued hereunder shall terminate and cease to be effective. In the event that the agreement to enter into any such transaction is terminated, all unexercised portions of the Option shall revert to the status they had before the Company agreed to enter into the transaction in question. Any exercise of Option made before the agreement to enter into the transaction was terminated shall remain effective after the termination of the agreement, notwithstanding that the Option may have become exercisable solely by reason of the Company entering into the agreement. 4.03 WITHHOLDING OF TAXES. The Optionee hereby agrees that the Company may, if it elects to do so, withhold federal, state and other taxes attributable to taxable income realized by the Optionee upon the exercise of Option from any compensation or other payment payable to such Optionee by the Company. 4.04 EXERCISE. Subject to all other terms and provisions of this Option Agreement, the Option granted hereunder shall be deemed to be exercised when written notice of exercise has been given to the Company by the Optionee or other person entitled to exercise the Option and full payment in cash or cash equivalents (or with Common Stock of the Company if approved by the Committee pursuant to Section 4.07) for the shares of Common Stock with respect to which the Option is exercised has been received by the Company. Until certificates have been issued for the number of Shares represented by the exercise of the Option, the Optionee shall have no right to vote, to receive dividends, or other right as a stockholder with respect to shares of Common Stock purchased through the exercise of the Option. Except as provided in Section 5.01 hereof, no adjustments shall be made for dividends or other rights declared or paid with respect to stock acquired through the exercise of the Option for which the record date is prior to the date on which a stock certificate for such shares is issued. 4.05 EXERCISE IN INSTALLMENTS. Subject to Section 3.03, the Optionee may exercise the Option in installments, but only in units of whole shares of the Common Stock of the Company. 5 4.06 ISSUANCE OF CERTIFICATES. As soon as practicable after the Option has been exercised in accordance with the provisions of this Option Agreement, the Company shall, without transfer or issue tax or other charge to the Optionee, deliver to the Optionee at the principal business office of the Company, or at such other place as may be agreed, certificates representing the number of shares of Common Stock as to which the Option has been exercised. The Company may, however, postpone the time of delivery of certificates for such period of time as the Company may determine to be necessary for it with reasonable diligence to comply with any applicable listing requirements of any national or regional securities exchange, of the National Association of Securities Dealers, Inc., or with any law or regulation applicable to the issuance or delivery of shares of the Company's Common Stock. ARTICLE V RESTRICTIONS AND ADDITIONAL PROVISIONS 5.01 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If the number of outstanding shares of the Common Stock of the Company is increased or decreased, or if the Common Stock of the Company underlying the Option granted pursuant to the provisions of this Option Agreement is changed into or exchanged for a different number or kind of shares or securities of the Company through a reorganization, merger, recapitalization, reclassification, stock dividend, stock split or reverse stock split, an appropriate and proportionate adjustment shall be made by the Committee in the terms and conditions of the Options granted pursuant hereto, including the Exercise Price of the Option; provided, however, that no such adjustment need be made if, upon the advice of legal counsel to the Company, the Committee determines that any such adjustment could result in the recognition of federal taxable income by the Optionee, or by holders of Common Stock or other securities of the Company. 5.02 RESERVATION OF SHARES OF COMMON STOCK. The Company shall, at all times during the periods of time during which the Option may be exercised hereunder, reserve and keep available for issuance to the Optionee a number of shares of its Common Stock sufficient to satisfy all obligations of the Company hereunder. 5.03 RESTRICTIONS ON ISSUANCE OF SHARES. The Company shall use its best efforts to seek and to obtain from appropriate regulatory agencies any requisite authorization in order to issue and sell such number of shares of its Common Stock as shall be sufficient to satisfy the obligations of the Company under this Agreement. The inability of the Company to obtain authorization deemed to be necessary by the Company's legal counsel to the lawful issuance and sale of any shares of the Company's Common Stock shall relieve the Company of any liability for the nonissuance or nonsale of any Common Stock as to which the requisite approval or authorization shall not have been obtained. 5.04 REPRESENTATIONS AND WARRANTIES. As a condition to the exercise of the Option granted hereunder, the Committee may require the person exercising the Option to make any representations or warranties to the Company that legal counsel to the Company may determine to be required or advisable under any applicable law or regulation, including without 6 limitation a representation and warranty that the shares of the Company's Common Stock being acquired are being acquired only for investment and without any present intention or view to sell or distribute any such shares. 5.05 OPTIONEE RIGHTS. No provision of this Agreement shall be deemed to constitute a condition of the service or status of any Director. No provision of this Option Agreement shall be deemed to give to the Optionee any right to be retained in the service of the Company or of any Subsidiary Corporation in any capacity (whether as an employee, Director, independent contractor or otherwise), or to interfere in any way with the right of the Company and its Subsidiary Corporations at any time to remove any Director, or to discontinue using the services of any individual. The Optionee shall have no right or interest in any share of the Company's Common Stock prior to exercise of the Option, except as provided in this Option Agreement. 5.06 LEGENDS ON STOCK CERTIFICATES. Unless an appropriate registration statement is on file and effective with appropriate federal, state and local governmental authorities, each certificate representing Common Stock of the Company issued pursuant to the exercise of the Option shall be endorsed on its face with a legend similar to the following: Neither the Option pursuant to which the shares represented by this certificate are issued nor the shares represented hereby have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or with any state securities agency. The transfer or sale of the shares represented hereby without appropriate registration, or pursuant to an exemption from registration, is unlawful. ARTICLE VI MISCELLANEOUS PROVISIONS 6.01 NOTICES (a) All notices, demands or requests provided for or permitted to be given pursuant hereto must be in writing. All notices, demands and requests shall be deemed to have been properly given or served when deposited in the United States mail, addressed to the individual or entity to whom notice is given, postage prepaid and registered or certified with return receipt requested, at the last known address of such individual or entity. (b) By giving at least fifteen (15) days prior written notice, the Company, a Subsidiary Corporation and the Optionee shall have the right from time to time to change their addresses and to specify any other address within the United States of America. 6.02 TITLES AND CAPTIONS. All Article and Section titles and captions in this Option Agreement are for convenience or reference only, and shall not be deemed part of this 7 Option Agreement, and in no way define, limit, extend or describe the scope or intent of any provisions hereof. 6.03 PRONOUNS AND PLURALS. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. 6.04 APPLICABLE LAW. This Option Agreement shall be construed in accordance with and shall be governed by the laws of the State of Nevada. 6.05 BINDING EFFECT. This Option Agreement shall be binding upon the Optionee and upon the Optionee's heirs, executors, administrators, successors, legal representatives and assigns. 6.06 CREDITORS. None of the provisions of this Option Agreement shall be for the benefit of or shall be enforceable by any creditor of the Optionee. 6.07 SEVERABILITY. In the event that any condition, covenant or other provision herein contained is held to be invalid or void by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Option Agreement and shall in no way affect any other covenant or condition herein contained. If such condition, covenant or other provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law. 6.08 PLAN CONTROLS. This Option Agreement is subject to the terms and provisions of the Plan, and in the event of an inconsistency herewith, the terms of the plan shall control. 8 IN WITNESS WHEREOF, the Company and the Optionee have executed this Option Agreement as of the date first set forth above. "Company" AMERICAN PACIFIC CORPORATION, a Delaware corporation By -------------------------- Fred D. Gibson, Jr. President Attest: - -------------------------- C. Keith Rooker Secretary "Optionee" ----------------------------- --------------------- Address: --------------------- --------------------- 9 EX-5 4 OPINION RE: LEGALITY OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP 505 PARK AVENUE, NEW YORK, NEW YORK 10022 (212) 753-7200 August 28, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: American Pacific Corporation - Registration Statement on Form S-8 filed August 28, 1996 ------------------------------------------- Dear Sir or Madam: We are counsel to American Pacific Corporation ("Registrant"). We furnish this opinion in connection with the above-referenced Registration Statement relating to 118,000 shares of Common Stock of the Registrant issuable upon the exercise of outstanding stock options granted or to be granted under certain stock option plans (the "Securities") as set forth in the Registration Statement. In furnishing our opinion, we have examined the Certificate of Incorporation and the By-Laws of the Registrant, and such other instruments and documents, including the minutes of the meetings of the Board of Directors of Registrant, as well as certificates of public officials and officers of the Registrant, as we have deemed relevant and necessary as the basis for our opinion expressed herein. We have examined originals or certified, conformed or photostatic copies of all documents, the authenticity of which has been established to our satisfaction. In all such examinations, we have assumed the genuineness of all signatures on original and certified documents, and the conformity to executed documents of all unexecuted copies submitted to us as conformed or photostatic copies. August 28, 1996 Page -2- Based upon the foregoing, we are of the opinion that the Securities have been duly authorized and will be legally issued, fully paid and non-assessable; subject, however, to receipt by the Registrant of the exercise price for the options. We hereby consent to use of this opinion in the Registration Statement and Prospectus, and to the use of our name in the Prospectus under the caption "Legal Matters". We advise you that Victor M. Rosenzweig, a member of our Firm, is a Director of the Registrant and holds 1,400 shares of Common Stock and options to purchase 5,000 shares of Common Stock. Very truly yours, OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP EX-23.(A) 5 CONSENTS OF EXPERTS AND COUNSEL INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of American Pacific Corporation on Form S-8 of our report dated November 27, 1995 appearing in the Annual Report on Form 10-K of American Pacific Corporation for the year ended September 30, 1995 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Las Vegas, Nevada August 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----