S-8 1 s807319_03282012.htm s807319_03282012.htm
As filed with the Securities and Exchange Commission on March 28, 2012
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
GenCorp Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Ohio
(State or other jurisdiction of
incorporation or organization)
  
34-0244000
(I.R.S.  Employer
Identification No.)
2001 Aerojet Road
Rancho Cordova, CA 95742
(916) 355-4000
(Address of Principal Executive Offices)
 
GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan
(Full title of the plan)
 
Kathleen E. Redd
Vice President, Chief Financial Officer and Secretary
2001 Aerojet Road
Rancho Cordova, CA 95742
(916) 355-4000
(Name, Address, and Telephone Number of Agent for Service)
 
P.O. Box 537012
Sacramento, CA 95853-7012
(Mailing Address)
 
Copy to:
Steve Wolosky, Esq.
Jeffrey S. Spindler, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
65 East 55th Street
New York, NY 10022-1106
(212) 451-2300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer o                                                                           Accelerated filer x
Non-accelerated filer o                                                                           Smaller reporting company o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered
Amount to be
Registered(1)
Proposed
Maximum
Offering Price
per Share (2)
Proposed
Maximum
Aggregate
Offering Price (2)
Amount of
Registration
Fee(2)
Common stock, par value $0.10 per share
3,000,000
$6.75
$20,250,000
$2,320.65

(1)
The Registrant previously registered 2,000,000 shares that may be issued pursuant to the GenCorp 2009 Equity and Performance Incentive Plan as described in the Explanatory Note below. This filing is made solely to register 3,000,000 additional shares which may be issued pursuant to the GenCorp Amended and Restated 2009 Equity and Performance Incentive Plan. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement also registers such indeterminate number of additional shares of Common Stock of the Registrant that may be offered pursuant to the anti-dilution provisions set forth in the GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan.
 
(2)
Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, the proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are calculated based on the average of the high and low prices of the Registrant’s common stock on the New York Stock Exchange on March 26, 2012.
 
 
 
 
EXPLANATORY NOTE
 
This Registration Statement is being filed by the Registrant, GenCorp Inc., for the purpose of registering 3,000,000 shares of common stock, par value $0.10 per share, issuable under the GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan (the “Plan”), pursuant to General Instruction E on Form S-8 (Registration of Additional Securities).  A Registration Statement on Form S-8 has been filed previously on April 28, 2009 (File No. 333-158870) covering 500,000 shares of common stock reserved for issuance pursuant to awards under the Plan and on April 9, 2010 (File No. 333-165978) covering an additional 1,500,000 shares of common stock reserved for issuance pursuant to awards under the Plan.  Such previously filed Form S-8 Registration Statements (File Nos. 333-158870 and 333-165978) are incorporated herein by reference and made a part hereof.  The stockholders of the Registrant approved an amendment to the Plan for the purpose of adding an additional 3,000,000 shares of common stock at the annual meeting of stockholders on March 28, 2012.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.  Incorporation of Documents by Reference.

The following documents filed by us with the Securities and Exchange Commission (the “SEC”) are incorporated by reference in this prospectus:

 
·
Our Annual Report on Form 10-K for the fiscal year ended November 30, 2011 filed with the SEC on February 7, 2012;
 
 
·
Our Current Report on Form 8-K filed with the SEC on February 7, 2012; and
 
 
·
The description of the Registrant’s capital stock contained in its Registration Statement on Form 10 filed on May 20, 1935 under the Securities Exchange Act of 1934, as amended, as amended by Amendment No. 1 on Form 8, dated March 29, 1989 (File No. 1-1520).
 
Additionally, all documents subsequently filed with the SEC by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment that indicates that all securities offered herein have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the respective dates of filing of such documents.  Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein or in any other subsequently filed document that is also incorporated or deemed to be incorporated herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
 
 
 
 
 
You may request a copy of these filings, excluding the exhibits to such filings which we have not specifically incorporated by reference in such filings, at no cost, by writing to us at the following address or telephoning us at (916) 355-4000:
 
GenCorp Inc.
P.O. Box 537012
Sacramento, CA 95853-7012
Attention: Corporate Secretary
 
The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, like us, that file electronically with the SEC.  You may also read and copy any document we file with the SEC at its Public Reference Room at 100 F Street NE, Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.  Our SEC filings are also available on our website at www.GenCorp.com.
 
Item 8.  Exhibits.
 
The following documents are filed as exhibits to this Registration Statement:
 
Exhibit No.
Description
   
4.1
GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan.
   
5.1
Opinion of Ulmer & Berne LLP.
   
23.1
Consent of PricewaterhouseCoopers LLP.
   
23.2
Consent of Ulmer & Berne LLP (included in its opinion filed as Exhibit 5.1).
   
24.1
Power of Attorney.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 28th day of March, 2012.
 
 
GENCORP INC.
   
 
By:
/s/ Scott J. Seymour
 
Name:
Scott J. Seymour
 
Title:
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
 
SIGNATURE
  
TITLE
  
DATE
         
/s/ Scott J. Seymour
  
President, Chief Executive Officer and Director (principal executive officer)
  
March 28, 2012
Scott J. Seymour
    
         
         
/s/ Kathleen E. Redd
  
Vice President, Chief Financial Officer and Secretary (principal financial officer and principal accounting officer)
  
March 28, 2012
Kathleen E. Redd
    
         
*
  
Chairman of the Board of Directors
  
March 28, 2012
James R. Henderson
    
         
*
  
Director
  
March 28, 2012
Thomas A. Corcoran
    
         
*
  
Director
  
March 28, 2012
Warren G. Lichtenstein
    
         
*
  
Director
  
March 28, 2012
David A. Lorber
    
         
*
  
Director
  
March 28, 2012
James H. Perry
    
         
*
  
Director
  
March 28, 2012
Martin Turchin
    
         
*
  
Director
  
March 28, 2012
Robert C. Woods
    
         
*
/s/ Kathleen E. Redd
  
Attorney-in-Fact pursuant to Power of Attorney
  
March 28, 2012
 
Kathleen E. Redd
    
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.
  
Description
     
4.1
  
GenCorp Inc. Amended and Restated 2009 Equity and Performance Incentive Plan.*
     
5.1
  
Opinion of Ulmer & Berne LLP.*
     
23.1
  
Consent of PricewaterhouseCoopers LLP.*
     
23.2
  
Consent of Ulmer & Berne LLP (included in its opinion filed as Exhibit 5.1).*
     
24.1
  
Power of Attorney. *
 
_______________
 
*Filed herewith.