SC 13D/A 1 d429214dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

(Amendment No. 4)

Under the Securities Exchange Act of 1934

 

 

American Pacific Corporation

(Name of Issuer)

 

 

Common Stock, par value $0.10 per share

(Title of Class of Securities)

028740108

(CUSIP Number)

Cornwall Capital Management LP

One Rockefeller Plaza, 24th Floor

New York, New York 10020

Attention: Ian D. Haft

(917) 639-5438

 

 

With a copy to:

Richard J. Birns, Esq.

Boies, Schiller & Flexner LLP

575 Lexington Avenue, 7th Floor

New York, NY 10022

(212) 446-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 25, 2012

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

SCHEDULE 13D

 

CUSIP No. 028740108  

 

  1   

NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Cornwall Master LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

      7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

1,016,481 shares of common stock

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,016,481 shares of common stock

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,016,481 shares of common stock

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

 

13.3%

14

  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

CUSIP No. 028740108  

 

  1   

NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Cornwall Capital Management LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

      7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

1,016,481 shares of common stock

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,016,481 shares of common stock

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,016,481 shares of common stock

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

 

13.3%

14

  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IA, PN

 

CUSIP No. 028740108  

 

  1   

NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.

 

Cornwall GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

      7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

1,016,481 shares of common stock

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,016,481 shares of common stock

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,016,481 shares of common stock

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

 

13.3%

14

  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

CUSIP No. 028740108  

 

  1   

NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.

 

James Mai

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

      7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

1,016,481 shares of common stock

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,016,481 shares of common stock

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,016,481 shares of common stock

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

 

13.3%

14

  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

This Amendment No. 4 (this “Amendment”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 12, 2011 (as amended by Amendment No. 1 filed with the SEC on December 6, 2011, Amendment No. 2 filed with the SEC on June 6, 2012 and Amendment No. 3 filed with the SEC on September 6, 2012 and hereby, the “Schedule 13D”), with respect to shares of common stock, par value $0.10 per share (the “Shares”), of American Pacific Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13D. This Amendment amends Items 3, 4, and 5 as set forth below.

 

Item 3. Source and Amount of Funds or other Consideration

Item 3 is amended and restated as follows as of the date hereof:

Funds for the purchase of the Shares by Cornwall Master reported herein were derived from general working capital made in the ordinary course of business. A total of approximately $8,103,087 (excluding commissions) was paid to acquire the Shares reported herein.

 

Item 4. Purpose of Transaction

Item 4 is amended and supplemented to add the following information for updating as of the date hereof:

As previously disclosed and pursuant to the September 6th Letter, the Reporting Persons and the Company have been in discussions regarding representation on the Board by one or more persons designated by the Reporting Persons. As part of such discussions, (i) Cornwall Master has provided the Company with certain information regarding two potential director candidates for the Board (the “Potential Candidates”) and (ii) the Company has agreed to grant Cornwall Master a limited and specific, one-time waiver of the advance notice requirements under the Amended and Restated By-laws of the Company for Cornwall Master to provide timely advance notice of nominations of directors; provided that such waiver (i) only extends to November 16, 2012,and (ii) is only applicable to the Potential Candidates.

At this time Cornwall Master has not sent advance notice to the Company that it intends to nominate any director candidates for election to the Board, and Cornwall Master and the Company have not reached any agreement with respect to Board representation by Cornwall Master. There is no assurance that any such advance notice will be sent or that any such agreement will be reached.

 

Item 5. Interest in Securities of the Company

Item 5(a)-(c) is amended and supplemented to add the following information for updating as of the date hereof:

(a) As of the date hereof, the Reporting Persons may be deemed the beneficial owner of an aggregate of 1,016,481 Shares directly held by Cornwall Master. The Shares beneficially owned by the Reporting Persons represent approximately 13.3351% of the Shares outstanding. Percentages of the Shares outstanding reported in this Schedule 13D are calculated based upon the 7,622,591 Shares outstanding as of July 31, 2012, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed by the Company with the SEC on August 13, 2012.

Cornwall Master directly holds 1,016,481 Shares; none of the other Reporting Persons directly hold any Shares.

(b) Due to the relationships described in Item 2, each of the Reporting Persons shares voting and dispositive power over the Shares held directly by Cornwall Master.

(c) The trading dates, number of Shares purchased or sold, and the price per Share for all transactions by the Reporting Persons in Shares since the last filing on Schedule 13D, all of which were brokered transactions, are set forth below.

 

Name of Reporting Person    Date      Number of Shares
Purchased (Sold)		      Average Price per Share  

Cornwall Master

      10/04/2012         50,000       $ 12.0000   

Cornwall Master

      10/08/2012         145       $ 11.9947   

Cornwall Master

      10/23/2012         4,900       $ 12.2015   

Cornwall Master

      10/24/2012         2,100       $ 12.4924   

Cornwall Master

      10/25/2012         7,300       $ 12.4230   

 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: October 29, 2012

 

CORNWALL MASTER LP
By:       Cornwall GP, LLC, its general partner
  By:  

/s/ James Mai

  Name: James Mai
  Title: Managing Member
CORNWALL CAPITAL MANAGEMENT LP
By:   CMGP, LLC, its general partner
  By:  

/s/ James Mai

    Name: James Mai
    Title: Managing Member
CORNWALL GP, LLC
By:  

/s/ James Mai

  Name: James Mai
  Title: Managing Member

/s/ James Mai

JAMES MAI, individually