8-K

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): October 1, 2007

AMERICAN PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-8137
(Commission File
Number) 59-6490478
(IRS Employer
Identification No.)

3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada	89169
(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)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 7.01 Regulation FD Disclosure.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1

Item 7.01 Regulation FD Disclosure.

On October 1, 2007, American Pacific Corporation (the “Company”) made available on its website, www.apfc.com, certain management and financial information about the Company in the form of slides, which slides are furnished as Exhibit 99.1 hereto and incorporated herein by reference. The slides include the Company’s guidance for the fiscal year ended September 30, 2007 (“fiscal year 2007”), as previously included in the Company’s press release of July 31, 2007 that was furnished to the Securities and Exchange Commission (the “SEC”) in the Company’s Form 8-K of the same date. Such guidance has remained unchanged since its initial release on July 31, 2007. The slides, or modifications thereof, may be used in connection with management presentations by officers of the Company to various investors and others from time to time in the foreseeable future. The Company reserves the right to discontinue the availability of the slides on the Company’s website at any time.

The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this report, including the exhibit hereto, shall not be incorporated by reference into any filing of the Company with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings (unless the Company specifically states that the information or exhibit in this particular report is incorporated by reference). The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. Additionally, this information is intended to be an overview and should be considered in the context of the information disclosed in the Company’s other filings with the SEC as well as other publicly-disclosed information about the Company.

The information incorporated herein by reference includes references to EBITDA, Adjusted EBITDA, segment EBITDA and other ratios calculated based on these financial measures. These measures are supplemental financial measures that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). Our non-GAAP financial measures should not be considered as an alternative to GAAP measures, such as operating income, income from continuing operations, net income or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity. These non-GAAP financial measures have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of the Company’s operating results or cash flows as reported under GAAP. Some of these limitations are: (i) they do not reflect the Company’s cash expenditures, or future requirements, for capital expenditures or contractual commitments; (ii) they do not reflect changes in, or cash requirements for, the Company’s working capital needs; (iii) they do not reflect interest expense or cash requirements necessary to service interest or principal payments on the Company’s debt; (iv) although depreciation is a non-cash charge, the assets being depreciated may be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; (v) they are not adjusted for all non-cash income or expense items that are reflected in the Company’s statements of cash flows; and (vi) other companies in the Company’s industry may calculate these measures differently than the Company does, limiting their usefulness as comparative measures. We have included reconciliation of these non-GAAP financial measures to their most directly comparable historical financial measures calculated and presented in accordance with GAAP as follows:

EBITDA-based measures and other ratios calculated based on these financial measures are presented solely as a supplemental disclosure because management believes that they are useful performance measures that are widely used within the industry. In addition, EBITDA is a significant measurement for covenant compliance under the Company’s credit facilities. EBITDA is not calculated in the same manner by all companies and, accordingly, may not be an appropriate measure for comparison.

EBITDA, Adjusted EBITDA and Margins

EBITDA. We compute EBITDA as operating income (loss) plus depreciation and amortization, interest and other income, and stock-based compensation expense.

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Adjusted EBITDA and Adjusted EBITDA Margin. We compute adjusted EBITDA as EBITDA plus environmental remediation charges. We compute Adjusted EBITDA margin as Adjusted EBITDA divided by revenues.

Segment EBITDA and Segment EBITDA Margin. We compute segment EBITDA as segment operating income plus segment depreciation and amortization. We compute segment EBITDA margin as segment EBITDA divided by segment revenues.

Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin. We compute pro forma adjusted EBITDA as adjusted EBITDA plus the pro forma affect to include historical EBITDA of the fine chemicals business of GenCorp Inc., or “AFC Business,” for periods prior to its inclusion in our consolidated financial statements on November 30, 2005. We compute pro forma adjusted EBITDA Margin as pro forma adjusted EBITDA divided by pro forma revenues.

RECONCILIATION OF SEGMENT OPERATING INCOME TO SEGMENT EBITDA

	Twelve Months Ended June 30, 2007
	Specialty			Fine			Aerospace			Other
	Chemicals			Chemicals			Equipment			Businesses		Total
Segment revenues	$	50,870		$	94,727		$	16,588		$	2,817	$	165,002
Segment operating income (a)	$	17,667		$	13,605		$	645		$	613	$	32,530
Depreciation and amortization		5,155			14,691			143			12		20,001
Segment EBITDA (a)	$	22,822		$	28,296		$	788		$	625	$	52,531
EBITDA Margin — Segment EBITDA as a percentage of segment revenues		45	%		30	%		5	%

(a) Segment operating income and Segment EBITDA exclude corporate expenses

RECONCILIATION OF REVENUE TO PRO FORMA REVENUE AND RECONCILIATION OF NET INCOME (LOSS) AND OPERATING INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND PRO FORMA ADJUSTED EBITDA

	Year Ended September 30,
	2005			2006			2007 (b)
Consolidated revenues	$	67,813		$	141,904		$	175,000
Fine chemicals pro forma adjustment (c)		64,568			18,242			—
Pro forma consolidated revenues	$	132,381		$	160,146		$	175,000
Net income (loss)	$	(9,691	)	$	(3,894	)
Adjustments:
Extraordinary gain		(1,554	)		—
Loss from discontinued operations		702			891
Income tax provision (benefit)		(8,367	)		(4,300	)
Interest expense		—			11,431
Interest and other income		(1,398	)		(1,069	)
Operating income (loss)		(20,308	)		3,059		$	17,000
Depreciation and amortization		5,639			20,181			23,000
Interest and other income		1,398			1,069			—
Stock-based compensation expense		—			359			—
EBITDA		(13,271	)		24,668			40,000
Environmental remediation charges		22,400			3,600			—
Adjusted EBITDA		9,129			28,268			40,000
Fine chemicals pro forma adjustment (c)		11,471			1,907			—
Pro forma adjusted EBITDA	$	20,600		$	30,175		$	40,000
Pro forma adjusted EBITDA as a percentage of consolidated revenues		15.6	%		18.8	%		22.9	%

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(b)	Based on the Company’s guidance for the Company’s fiscal year 2007 provided as part of the Company’s press release of July 31, 2007 regarding the Company’s fiscal 2007 third quarter financial results.
(c)	Pro forma adjustment to include revenues from the AFC Business as if the acquisition of the AFC Business had occurred on October 1, 2004. The amount included in the Company’s fiscal year ended September 30, 2005 represents the year ended August 31, 2005. The amount included in the Company’s fiscal year ended September 30, 2006 represents the two months ended November 30, 2005.

Cautionary Note Regarding Forward-Looking Statements

This report and the information incorporated herein by reference contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, without limitation, statements concerning or relating to the Company’s anticipated financial results for fiscal year 2007, statements regarding the Company’s expectations, beliefs or intentions regarding the future and other statements of management’s opinion. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, including financial results, market performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause such differences include, but are not limited to, the risk of any reduction or changes in NASA or U.S. government military spending, the loss of any one of our limited number of customers, the failure of continued appropriations by Congress for our customers’ existing or future U.S. government contracts, cost over-runs on our fixed price contracts, termination by the U.S. government of its contracts at its convenience, failure to comply with our customer’s specification and manufacturing instructions or timing and delivery requirements, schedule delays in our manufacturing processes, complex procurement regulations, environmental concerns, our substantial amount of debt, the restrictive debt covenants and the cost of servicing such debt, the ability to secure and maintain adequate liquidity to manage our operations, the hazardous nature of our product, the disruption of the supply of key raw materials, our inability to adapt to rapid technological changes and the other risks and uncertainties detailed in the Company’s periodic and other filings with the SEC, including in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Risk Factors in the Company’s Form 10-K for the fiscal year ended September 30, 2006 and in the Company’s most recent Form 10-Q for the quarterly period ended June 30, 2007. All forward-looking statements in this document, including those that are incorporated herein by reference, are made as of the date hereof, based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Management Presentation.*

* Furnished, not filed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	American Pacific Corporation
Date: October 1, 2007	By:	/s/ John R. Gibson
		John R. Gibson
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Management Presentation.*

* Furnished, not filed.

EX-99.1

American Pacific Corporation Management Presentation October 2007

Safe Harbor Statement / Non-GAAP Information Some of the statements in this presentation constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than those of historical facts included herein, including those related to the financial outlook, goals, business strategy, projected plans and objectives of management of American Pacific Corporation (the "Company") for future operations and liquidity are forward-looking statements. Such forward-looking statements involve unknown risks and uncertainties that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements, expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from such forward-looking statements include risks and uncertainties detailed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2006 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2007. The information contained herein includes references to EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA, Segment EBITDA and other ratios calculated based on these financial measures. These measures are supplemental financial measures that are not required by, or presented in accordance with, generally accepted accounting principles in the United States ("GAAP"). Our non-GAAP financial measures should not be considered as alternatives to GAAP measures, such as operating income, income from continuing operations, net income or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of the Company's liquidity. These non-GAAP financial measures have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of the Company's operating results or cash flows as reported under GAAP. To the extent appropriate, we have provided reconciliation of these non-GAAP financial measures to their most directly comparable historical financial measures calculated and presented in accordance with GAAP in the Company's Current Report on Form 8-K filed on or about October 1, 2007, which is also posted on our website at www.apfc.com.

Company Overview and Strategy

We maintain a leading market position in each of our focused markets, which are characterized by high barriers to entry AMPAC Overview

A Targeted Approach to Growth BUSINESS MODEL GROWTH STRATEGY Stable Cash Flow from AP Business Strong Growth Dynamics in Fine Chemicals and Aerospace Equipment Organic Growth - Attractive Portfolio of Products Strategic Acquisitions - Target Core Competencies

We primarily manufacture mission critical products under long-term contracts for the defense, aerospace and pharmaceutical industries Significant barriers to entry and high switching costs. Long-term customer relationships Sole and dual source contracts Customer funded product development Regulatory approvals with long product cycles / production lead time Products and manufacturing know- how are embedded within the final end-product Proprietary processes and technologies Manufacturing excellence Highly skilled workforce Products / Platforms 2007(G) Revenue Pharmaceutical / Other 62% of 2007(G) Revenue(1) Defense / Aerospace 38% of 2007(G) Revenue(2) Includes Fine Chemicals, Other Businesses, sodium azide, and Halotron. Includes perchlorates and Aerospace Equipment. Attractive Portfolio Products

Specialty Chemicals Segment

Used on virtually all U.S. space launch vehicles and military rockets / missiles. AMPAC has supplied AP for use in space and defense programs for over 40 years No North American alternative for these solid rocket motors Annual demand is anticipated to be stable in the 6-8 million pound range. AP demand was declining until recently Space Shuttle no longer drives demand Consolidation of Kerr-McGee business ATK contract renegotiation 2007(G) AP Revenue by End Uses The uninterrupted availability of AP is critical to national security and our access to space We are the Exclusive Supplier of AP in NA Financial Considerations Sole source ATK contract through 2013 Significant AP revenue stability through price-volume matrix covering volumes of 3 to 20 million pounds Segment generates strong margins and cash flow Minimal cap ex requirements

Fine Chemicals Segment

AMPAC works in partnership with large pharmaceutical companies to develop APIs and manufacturing processes that typically require FDA approval. Expertise in scaling up production of compounds using technically complex processes and specialty equipment. Products represent a small part of the overall cost of a drug yet represent key active ingredients which drive their efficacy. Estimated to average less than 1% to 10% of the total price of the drug Financial Considerations FY 2007(G) Revenue by Application Significant growth opportunities Pharma companies moving toward more outsourcing Attractive focused markets Organic growth in FY 2006 of 43% Expansion capex is typically in support of contracts or improves efficiency; minimal maintenance capex Significant asset value Estimated replacement cost of facilities > $150 million Fine Chemicals provides a strong growth vehicle A Strategic Partner to Pharmaceutical Companies

Financial & Resource Requirements Technology Platforms High Containment Energetic Chemistry Chiral Separation Product Maturity Late Phase II and beyond Target & Core Customers Our disciplined business development approach has yielded a robust pipeline of potential new products Focused New Business Development Building on Core Competencies Technology Therapeutic Area Market Position Chiral Separation Central Nervous System #1 Energetic Chemistry Anti-viral (HIV, Flu, Hepatitis) Top 3 High Containment Oncology Top 3

Aerospace Equipment Segment

Leading supplier of in-space satellite thrusters and propulsion systems. Business acquired in first quarter of FY 2005 The U.S. market is highly concentrated with only two manufacturers. FTC forced divestiture when GenCorp acquired Atlantic Research Corporation from Sequa Corporation The market for satellite thrusters and propulsion systems is expected to grow over the next few years. FY 2007(G) Revenue by Customer Financial Considerations Significant growth opportunities Commercial satellites and missile defense Focus is on continuing to improve profitability Steadily improved since acquiring the business Minimal capex requirements 1% of revenue in FY 2006 Current backlog provides significant revenue visability A Market Leader in Satellite Propulsion

Financial Overview

Performance Drivers Renegotiated ATK contract providing revenue and profit stability for Specialty Chemicals Successfully integrated Fine Chemicals and Aerospace Equipment Fine Chemical process improvements generating record results within the segment Continued to grow the Aerospace Equipment business while improving profitability Completed the sale of ESI, non-core business Revenue Adjusted EBITDA Achieved double-digit CAGR for revenue and EBITDA - Trend expected to continue into 2008 Note: PF 2005A revenue and Adjusted EBITDA includes AFC for the twelve months ended August 31, 2005. Strong Financial Performance

Renegotiated ATK contract through 2013 Very stable AP business model going forward with minimal capex needs Acquired and integrated AFC; a transformational acquisition Strong growth platform - organic growth of 43% in FY 2006 High success rate on process improvement projects within Fine Chemicals Supported by value-add design improvements and capex Continued to build Aerospace Equipment segment Organic growth of 40% in FY 2006 and profitability continues to improve Re-financed $110 million of debt 9% Notes; retired AFC seller note at a significant discount Generated strong financial performance Strong growth with EBITDA margins increasing across each of the 3 primary segments Track Record of Success Each business segment contributes to our success

AMPAC is a leader in each of our business segments with significant barriers to entry. Sole source or dual source provider Significant technical expertise and manufacturing capabilities Significant switching costs for customers in terms of both time and money Specialty Chemicals generates significant cash flow and has strong revenue visibility. Revenue stability via the new ATK contract through 2013 Strong margins with minimal capital expenditure requirements Strong growth fundamentals in Fine Chemicals. Customers trending toward more outsourced manufacturing Strong backlog and nominal maintenance capital expenditure needs Areas of product focus expected to grow more than overall pharma market Aerospace Equipment opportunities Commercial and defense satellite markets expected to grow Electric propulsion Our business mix enables a targeted approach to growth A Compelling Story