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): August 15, 2008

AMERICAN PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

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

3883 Howard Hughes Parkway, Suite 700, 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.

     Officers of American Pacific Corporation (the “Company”) intend to present to various investors and others the information about the Company described in the slides furnished as Exhibit 99.1, which are incorporated herein by reference. The slides include the Company’s guidance for the fiscal year ending September 30, 2008 (“fiscal 2008”), as previously included in the Company’s press release of August 5, 2008 that was furnished to the Securities and Exchange Commission (the “SEC”) in the Company’s Forms 8-K of the same date. Guidance included in the slides has remained consistent with the Company’s prior release. The slides, or modifications thereof, may be used from time to time in connection with other presentations by officers of the Company in the foreseeable future. The slides are also available for viewing on the Company’s website at www.apfc.com. The Company reserves the right to discontinue that availability 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 adjusted EBITDA, pro forma adjusted EBITDA, segment EBITDA, free cash flow, 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 adjusted EBITDA and other EBITDA based measures 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.

     EBITDA-based measures, free cash flow, 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 current and prior credit facilities. EBITDA is not calculated in the same manner by all companies and, accordingly, may not be an appropriate measure for comparison.

     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:

Adjusted EBITDA and Related EBITDA-Based Measures and Margins

     On November 30, 2005, we completed the acquisition of the fine chemicals business of GenCorp Inc., or the “AFC Business,” through the purchase of substantially all of the assets of Aerojet Fine Chemicals, LLC and the

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assumption of certain of its liabilities. AFC Business results are included in our consolidated financial statements beginning November 30, 2005. The AFC Business is a manufacturer of active pharmaceutical ingredients and registered intermediates under cGMP guidelines for customers in the pharmaceutical industry.

Adjusted EBITDA and Adjusted EBITDA Margin. We compute adjusted EBITDA as net income (loss) plus extraordinary gain, loss from discontinued operations, income tax provision (benefit), interest expense, debt repayment charges, depreciation and amortization, environmental remediation charges and share-based compensation expense. 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 AFC Business for periods prior to its inclusion in our consolidated financial statements. We compute pro forma adjusted EBITDA margin as pro forma adjusted EBITDA divided by pro forma revenues.

Free Cash Flow. We compute free cash flow as cash flow from operations less capital expenditures.

RECONCILIATION OF SEGMENT OPERATING INCOME TO SEGMENT EBITDA

	Year Ended September 30, 2007
	Specialty			Fine			Aerospace			Other
	Chemicals			Chemicals			Equipment			Businesses			Total
Segment operating income	$	18,223		$	16,790		$	1,458		$	1,210		$	37,681
Depreciation and amortization		5,159			13,637			142			12			18,950
Segment EBITDA	$	23,382		$	30,427		$	1,600		$	1,222		$	56,631
Revenues	$	57,088		$	104,441		$	17,348		$	5,051		$	183,928
Segment EBITDA as a percentage of revenues		41.0	%		29.1	%		9.2	%		24.2	%

Note: Segment operating results exclude corporate expenses

RECONCILIATION OF REVENUES TO PRO FORMA REVENUES AND RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA AND PRO FORMA ADJUSTED EBITDA

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	Year Ended September 30,										June 30,
									2008
	2005 (a)			2006 (b)			2007		Guidance (c)		2007		2008
Revenues	$	67,813		$	141,904		$	183,928	$	195,000	$	122,200	$	131,977
Fine Chemicals pro forma adjustment		64,470			18,242
Pro forma revenues	$	132,283		$	160,146
Net Income (Loss)	$	(9,691	)	$	(3,894	)	$	4,984	$	7,500	$	1,363	$	4,624
Add back:
Loss from discontinued operations		702			891			—		—		—		—
Extraordinary gain		(1,554	)		—			—		—		—		—
Income tax provision (benefit)		(8,367	)		(4,300	)		4,605		6,000		1,339		3,489
Interest expense		—			11,431			11,996		11,000		9,169		8,073
Debt repayment charges		—			—			2,916		—		2,714		—
Depreciation and amortization		5,639			20,181			19,461		17,000		14,502		12,472
Environmental remediation charges		22,400			3,600			—		—		—		—
Share-based compensation		—			359			75		—		67		90
Asjusted EBITDA		9,129			28,268		$	44,037	$	41,500	$	29,154	$	28,748
Fine Chemicals pro forma adjustment		11,900			1,904
Pro forma adjusted EBITDA	$	21,029		$	30,172

(a)	Fine Chemicals pro forma adjustment to include revenues and adjusted EBITDA of the AFC Business as if the acquisition had occurred on October 1, 2004. Pro forma adjustments represent the historical results of the AFC Business for the twelve months ended August 31, 2005.
(b)	Fine Chemicals pro forma adjustment to include revenues and adjusted EBITDA of the AFC Business as if the acquisition had occurred on October 1, 2005. Pro forma adjustments represent the historical results of AFC Business for the two months ended November 30, 2005.
(c)	Based on the Company’s guidance for fiscal 2008 as previously included in the Company’s press releases of December 12, 2007 and February 7, 2008 that were furnished to the SEC in the Company’s Forms 8-K of the same dates, respectively.

RECONCILIATION OF CASH FLOWS FROM OPERATIONS TO FREE CASH FLOW

	Year Ended September 30,									Nine Months Ended June 30,
	2005			2006			2007			2007			2008
Cash flow from operations	$	19,153		$	9,469		$	24,138		$	19,882		$	21,141
Less capital expenditures		(1,686	)		(15,018	)		(8,421	)		(3,930	)		(10,027	)
Free cash flow	$	17,467		$	(5,549	)	$	15,717		$	15,952		$	11,114

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 statements regarding the Company’s expectations, beliefs or intentions regarding the future and other statements of management’s opinion, including financial results guidance. 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

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cause such differences include, but are not limited to, our belief that annual demand and volume for ammonium perchlorate will be relatively stable over the next several years, our expectation that we will see significant growth opportunities in our Fine Chemicals segment and that investments will be a key enabler of growth in our Fine Chemicals segment, our expectation that our Aerospace Equipment segment will benefit from the market growth for satellite thrusters and propulsion systems over the next several years, expectations regarding future product mix, product growth and corresponding margins, our expectations regarding depreciation, amortization, interest and corporate expenses, our expectation that we will have significant capital expenditure growth for fiscal 2008, our expectations with respect to general business trends in each of our business segments, 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, 2007 and in the Company’s most recent Form 10-Q for the quarterly period ended June 30, 2008. 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:     August 15, 2008	By:	/s/ Dana M. Kelley
		Dana M. Kelley
		Vice President, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Management Presentation.*

* Furnished, not filed.d

EX-99.1

Exhibit 99.1

American Pacific Corporation Management Presentation August 2008

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 known and 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, 2007 and Quarterly Reports on Form 10-Q for the quarters ended December 31, 2007, March 31, 2008 and June 30, 2008. The information contained herein includes references to Adjusted EBITDA, Pro Forma Adjusted EBITDA, Segment EBITDA, Free Cash Flow, 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 furnished to the Securities and Exchange Commission on August 18, 2008, 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 Significant Revenue Visibility through Long- term Contracts Stable Cash Flow Strong Growth Dynamics in Fine Chemicals and Aerospace Equipment Strategic Customer Relationships with Sole and Limited Source Contracts Organic Growth - Attractive Portfolio of Products Manufacturing Excellence Strategic Acquisitions - Target Core Competencies Leading Market Positions with Significant Barriers to Entry

We primarily manufacture mission critical products under long-term contracts for the pharmaceutical, aerospace and defense industries Significant barriers to entry and high switching costs. Long-term customer relationships Sole and limited 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 FY07 Revenue Pharmaceutical / Other 63% of FY07 Revenue(1) Defense / Aerospace 37% of FY07 Revenue(2) Includes Fine Chemicals, water treatment equipment, sodium azide, and Halotron. Includes perchlorates and Aerospace Equipment. Attractive Portfolio Products

Fine Chemicals Segment

AMPAC works in partnership with large and emerging 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 retail price of the drug Financial Considerations FY 2007 Revenue by Application Significant growth opportunities Pharma companies moving toward more outsourcing Attractive focused markets Investment is key to enabling growth Expansion cap ex is typically in support of contracts or improves efficiency; minimal maintenance cap ex Long-term contracts with core customers Fine Chemicals provides a strong growth vehicle A Strategic Partner to Pharmaceutical Companies

We focus on three high-value, rapidly growing market segments, which capitalize on our unique core technical competencies Building on Core Competencies Technology Therapeutic Area Market Position Major Competitors Energetic Chemistry Anti-viral (HIV, Flu, Hepatitis) Top 3 Novasep, Ominichem, Cambrex High Containment Oncology Top 3 Sigma Aldrich, Omnichem, Helsinn, Cambrex Chiral Separation Central Nervous System #1 Novasep

Financial & Resource Requirements Technology Platforms High Containment Energetic Chemistry Chiral Separation Product Maturity Late Phase II and beyond Target & Core Customers A Disciplined Business Development Focus Our business development focus blends customer, technology and product maturity to maximize our business stability Focused New Business Development Target Customers: Receptive to using AFC's technologies Excellent outsourcing policies Target Products: Late stage clinical trails as entry point to production Perform early stage work for key customers Technology: Key to maintaining market position through production Applies to growing therapeutic areas Major products incorporate our technologies

Specialty Chemicals Segment

AP Drives Specialty Chemicals Segment FY07 Segment Revenue by Product Financial Considerations Specialty Chemicals generates a stable source of cash flow Perchlorates: Ammonium Percholorate ("AP"). Oxidizer used for fuel rockets, booster motors and missiles Other Perchlorates. Used in a variety of applications, including munitions, explosives, propellants, and initiators Halotron: Clean gas fire extinguishing agents designed to replace halons Leaves no residue, protecting valuable assets Sodium Azide: Used in certain pharmaceuticals Alternative applications are under consideration Revenue stability through long-term contracts Segment generates strong margins and cash flow Minimal cap ex requirements

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 AP alternative supplier for these solid rocket motors The U.S. government has supported the AP business repeatedly throughout history. Guaranteed the financing for AMPAC's Utah manufacturing facility in 1988 Supported the buy-out of the Kerr-McGee AP book of business in 1998 Approved pricing structures that recovers AMPAC captial investments Supported the recent ATK contract renegotiation FY07 Perchlorate 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 Annual demand is anticipated to be stable in the 6-9 million pound range over the next several years. Demand for strategic and tactical missiles stable Space Shuttle not significant in FY07 Demand for Shuttle replacement AP begins in FY08 Minuteman program completes in FY08

ATK Contract Provides Revenue Stability Exclusive provider of Grade I AP to ATK through 2013 Fixed price/volume matrix for annual AP volumes from 3 to 20 million pounds Annual fixed price escalations Catalog pricing (non-ATK sales) must be consistent with ATK pricing Based on historical volumes and our volume expectations, our AP business is relatively volume insensitive

Aerospace Equipment Segment

Leading supplier of in-space satellite thrusters and propulsion systems. The U.S. market is highly concentrated with only two manufacturers. FTC forced divestiture when Aerojet acquired Atlantic Research Corporation from Sequa Corporation The market for satellite thrusters and propulsion systems is expected to grow over the next few years. Significant new contract awards Missile Defense Agency Orbcomm Landsat FY07 Revenue by Customer Financial Considerations Significant growth opportunities Commercial satellites and missile defense European markets, ITAR-free products Focus is on continuing to improve profitability Minimal cap ex requirements Current backlog provides significant revenue visability A Market Leader in Satellite Propulsion

Financial Overview

Performance Drivers ATK contract provides revenue and profit stability for Specialty Chemicals Successfully integrated Fine Chemicals and Aerospace Equipment Post-acquisition organic growth from Fine Chemicals and Aerospace Equipment Fine Chemicals process improvements generated record results for segment in FY07 Revenue ($mm) Adjusted EBITDA ($mm) Achieved double-digit CAGR for revenue and adjusted EBITDA - Trend expected to continue into 2008 Note: PF 2005 revenue and Adjusted EBITDA includes AFC for the twelve months ended August 31, 2005. Strong Financial Performance

Cap ex primarily for expansion - major projects typically associated with customer contracts Maintenance cap ex less than $5 mm annually FY06 cap ex includes completion of $25 mm SMB facility at AFC which was under construction at acquisition date FY06 free cash flow reduced by working capital growth post acquisition and construction of environmental remediation plant Capital Expenditures ($mm) Free Cash Flow ($mm) (1) Strong cash flow supports growth strategy (1) Defined as cash flows from operations less capital expenditures. Capital Expenditures and Free Cash Flow 2006

Revenue ($mm) Adjusted EBITDA ($mm) Nine Months ended June 30, 2008 Capital Expenditures ($mm) Free Cash Flow ($mm) Year-to-date performance on track for FY08 Guidance

Revenues of at least $195.0 mm 6% increase over FY07 Double-digit revenue growth for Fine Chemicals Specialty chemicals revenues consistent with FY07 Net income of at least $7.5 mm 50% increase over FY07 Reductions in depreciation, amortization and interest expenses Adjusted EBITDA of at least $41.5 mm Adjusted EBITDA margin of 21% FY08 product mix reducing Fine Chemicals margins Corporate expenses increasing to FY06 levels Capital expenditures of $16.0 mm 2008 is poised to be another strong year for AMPAC FY08 Guidance / Outlook

AMPAC is a leader in each of our business segments with significant barriers to entry. Sole source or limited 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 ATK contract through 2013 Strong margins with minimal capital expenditure requirements Strong growth fundamentals in Fine Chemicals. Investments key to enabling growth Customers trending toward more outsourced manufacturing Strong backlog and robust product pipeline Areas of product focus expected to grow more than overall pharma market Aerospace Equipment opportunities Commercial and defense satellite markets expected to grow European markets Our business mix enables a targeted approach to growth A Compelling Story