0001209191-14-015179.txt : 20140228 0001209191-14-015179.hdr.sgml : 20140228 20140228124226 ACCESSION NUMBER: 0001209191-14-015179 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: MILLER BERLYN D CENTRAL INDEX KEY: 0001268639 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08137 FILM NUMBER: 14653151 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-02-27 1 0000350832 AMERICAN PACIFIC CORP APFC 0001268639 MILLER BERLYN D C/O 3883 HOWARD HUGHES PKWY SUITE 700 LAS VEGAS NV 89169 1 0 0 0 Common Stock 2014-02-27 4 U 0 25420 D 0 D Common Stock 2014-02-27 4 U 0 3140 D 0 D Stock Option (Right to Buy) 8.30 2014-02-27 4 U 0 5000 D 2014-11-22 Common Stock 5000 0 D Stock Option (Right to Buy) 6.34 2014-02-27 4 U 0 10000 D 2015-09-13 Common Stock 10000 0 D Stock Option (Right to Buy) 16.93 2014-02-27 4 U 0 3571 D 2017-11-22 Common Stock 3571 0 D Stock Option (Right to Buy) 11.25 2014-02-27 4 U 0 5000 D 2018-11-03 Common Stock 5000 0 D Stock Option (Right to Buy) 7.15 2014-02-27 4 U 0 5000 D 2019-11-10 Common Stock 5000 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 11/22/2004. Pursuant to the Merger Agreement, the options were cancelled in exchange for a cash payment of $191,000.00, 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 two equal annual installments beginning on 9/13/2005. Pursuant to the Merger Agreement, the options were cancelled in exchange for a cash payment of $401,600.00, 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 two equal annual installments beginning on 11/22/2008. Pursuant to the Merger Agreement, the options were cancelled in exchange for a cash payment of $105,594.47, 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 $176,250.00, 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 $196,750.00, 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. Berlyn D. Miller 2014-02-27