0000921895-15-000038.txt : 20150108 0000921895-15-000038.hdr.sgml : 20150108 20150108085502 ACCESSION NUMBER: 0000921895-15-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150105 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20150108 DATE AS OF CHANGE: 20150108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENCORP INC CENTRAL INDEX KEY: 0000040888 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 340244000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01520 FILM NUMBER: 15514936 BUSINESS ADDRESS: STREET 1: 2001 AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 BUSINESS PHONE: 916-355-4000 MAIL ADDRESS: STREET 1: 2001 AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 8-K 1 form8k07319001_01052015.htm form8k07319001_01052015.htm
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): January 5, 2015
 
GenCorp Inc.
(Exact name of registrant as specified in its charter)
     
Delaware
1-01520
34-0244000
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
2001 Aerojet Road, Rancho Cordova, California
95742
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (916) 355-4000
 
 
(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
Item 3.02.
Unregistered Sales of Equity Securities.
 
On January 5, 2015 and January 7, 2015, GenCorp, Inc. (the “Company”) issued 3,626,171 and 191,968 shares of the Company’s common stock, par value $0.10 (the “Common Stock”), respectively, in connection with the conversion of $34,369,000 aggregate principal amount of the Company’s 4.0625% Convertible Subordinated Debentures due 2039 (the “Debentures”), which Debentures were surrendered for conversion pursuant to the terms of the indenture governing the Debentures. The conversion rate provided under the terms of the Debentures was 111.0926 shares of Common Stock per $1,000 principal amount of the Debentures, equivalent to a conversion price of approximately $9.00 per share of Common Stock. The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 3(a)(9) of the Securities Act.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
January 8, 2015
GENCORP INC.
   
 
By:
/s/ Kathleen E. Redd
   
Name:
Kathleen E. Redd
   
Title:
Vice President, Chief Financial Officer and Assistant Secretary