0001209191-14-015177.txt : 20140228 0001209191-14-015177.hdr.sgml : 20140228 20140228124128 ACCESSION NUMBER: 0001209191-14-015177 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140227 FILED AS OF DATE: 20140228 DATE AS OF CHANGE: 20140228 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 3883 HOWARD HUGHES PARKWAY STREET 2: STE 700 CITY: LAS VEGAS STATE: NV ZIP: 89169 BUSINESS PHONE: 7027352200 MAIL ADDRESS: STREET 1: 3883 HOWARD HUGHES PARKWAY STREET 2: STE 700 CITY: LAS VEGAS STATE: NV ZIP: 89169 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelley Dana M CENTRAL INDEX KEY: 0001359839 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08137 FILM NUMBER: 14653146 MAIL ADDRESS: STREET 1: 3770 HOWARD HUGHES PARKWAY STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89109 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-02-27 0 0000350832 AMERICAN PACIFIC CORP APFC 0001359839 Kelley Dana M C/O 3883 HOWARD HUGHES PKWY SUITE 700 LAS VEGAS NV 89169 0 1 0 0 VP, CFO & Treasurer Common Stock 2014-02-27 4 U 0 14277 D 0 D Common Stock 2014-02-27 4 U 0 9326 D 0 D Stock Option (Right to Buy) 7.79 2014-02-27 4 U 0 9000 D 2016-10-01 Common Stock 9000 0 D Stock Option (Right to Buy) 11.25 2014-02-27 4 U 0 10000 D 2018-11-03 Common Stock 10000 0 D Stock Option (Right to Buy) 7.15 2014-02-27 4 U 0 10000 D 2019-11-10 Common Stock 10000 0 D Stock Option (Right to Buy) 7.61 2014-02-27 4 U 0 10000 D 2021-12-13 Common Stock 10000 0 D Stock Option (Right to Buy) 11.93 2014-02-27 4 U 0 3119 D 2022-12-11 Common Stock 3119 0 D Stock Option (Right to Buy) 40.19 2014-02-27 4 U 0 962 D 2023-12-10 Common Stock 962 0 D Pursuant to the Agreement and Plan of Merger, dated January 9, 2014, among Flamingo Parent Corp., Flamingo Merger Sub Corp. and the Issuer (the "Merger Agreement"), each share of Common Stock was converted into the right to receive a cash amount equal to $46.50. These shares represent unvested restricted shares of Common Stock, that, in accordance with the terms of the Merger Agreement, were each converted into the right to receive a cash amount equal to $46.50. The options are fully exercisable, and vested in two equal annual installments beginning on 10/01/2006. Pursuant to the Merger Agreement, the options were cancelled in exchange for a cash payment of $348,390.00, which is equal to the product of (a) the total number of shares of Common Stock subject to the options and (b) the excess of $46.50 over the exercise price payable in respect of each such share of Common Stock subject to the options. The options are fully exercisable, and vested in three equal annual installments beginning on 11/3/2009. Pursuant to the Merger Agreement, the options were cancelled in exchange for a cash payment of $352,500.00, which is equal to the product of (a) the total number of shares of Common Stock subject to the options and (b) the excess of $46.50 over the exercise price payable in respect of each such share of Common Stock subject to the options. The options are fully exercisable, and vested in three equal annual installments beginning on 11/10/2010. Pursuant to the Merger Agreement, the options were cancelled in exchange for a cash payment of $393,500.00, which is equal to the product of (a) the total number of shares of Common Stock subject to the options and (b) the excess of $46.50 over the exercise price payable in respect of each such share of Common Stock subject to the options. The options vest in three equal annual installments beginning 12/13/2012. Pursuant to the Merger Agreement, the options were cancelled in exchange for a cash payment of $388,900.00, which is equal to the product of (a) the total number of shares of Common Stock subject to the options and (b) the excess of $46.50 over the exercise price payable in respect of each such share of Common Stock subject to the options. The options vest in three equal annual installments beginning 12/11/2013. Pursuant to the Merger Agreement, the options were cancelled in exchange for a cash payment of $107,823.83, which is equal to the product of (a) the total number of shares of Common Stock subject to the options and (b) the excess of $46.50 over the exercise price payable in respect of each such share of Common Stock subject to the options. The options vest in three equal annual installments beginning on 12/10/2014. Pursuant to the Merger Agreement, the options were cancelled in exchange for a cash payment of $6,070.22, which is equal to the product of (a) the total number of shares of Common Stock subject to the options and (b) the excess of $46.50 over the exercise price payable in respect of each such share of Common Stock subject to the options. Dana M. Kelley 2014-02-27