8-K

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): November 2, 2010

Alliant Techsystems Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-10582	41-1672694
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
7480 Flying Cloud Drive Minneapolis, Minnesota		55344-3720
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (952) 351-3000

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:

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

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

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

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

Item 1.01.  Entry into a Material Definitive Agreement.

On November 2, 2010, the Board of Directors of Alliant Techsystems Inc. (“ATK”) approved Amendment 1 to the Rights Agreement, dated as of May 7, 2002, between ATK and The Bank of New York Mellon, successor to LaSalle Bank National Association, as rights agent (the “Rights Agreement”).  The Rights Agreement, which has been in effect since 2002 and expires on May 28, 2012, is designed to provide certain protections to ATK and its stockholders in the event of a potential hostile takeover attempt.

Pursuant to Section 27 of the Rights Agreement, ATK amended the Rights Agreement to change the definition of “Acquiring Person” to exclude a beneficial owner of 15% or more, but less than 20%, of the outstanding shares of ATK’s common stock, provided that the beneficial owner is not required to report such ownership on Schedule 13D under the Securities Exchange Act of 1934, or any comparable successor report.  This change allows passive institutional stockholders to increase their beneficial ownership of ATK common stock to up to 19.99% without triggering the Rights Agreement.  ATK and The Bank of New York Mellon executed Amendment 1 to the Rights Agreement on November 3, 2010.

Amendment 1 to the Rights Agreement is attached to this report as Exhibit 4.1 and is hereby incorporated by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
4.1	Amendment 1, dated as of November 3, 2010, to the Rights Agreement, dated as of May 7, 2002, between ATK and The Bank of New York Mellon, successor to LaSalle Bank National Association, as rights agent.

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SIGNATURE

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.

	ALLIANT TECHSYSTEMS INC.
Date: November 4, 2010	By:	/s/  KEITH D. ROSS
		Keith D. Ross Senior Vice President, General Counsel and Secretary

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EX-4.1

Exhibit 4.1

AMENDMENT 1 TO RIGHTS AGREEMENT

This Amendment 1 to Rights Agreement (the “Amendment”), dated as of November 3, 2010, by and between Alliant Techsystems Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, successor to LaSalle Bank National Association, as rights agent (the “Rights Agent”), amends the Rights Agreement, dated as of May 7, 2002, by and between the Company and the Rights Agent.  Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Rights Agreement.

WHEREAS, pursuant to Section 27, the Company and the Rights Agent may from time to time supplement or amend any provision of the Rights Agreement in accordance with the terms of such Section 27.

NOW, THEREFORE, in consideration of the foregoing premise and the mutual agreements set forth in this Amendment, the parties hereto hereby agree as follows:

1.Section 1(a) of the Rights Agreement is amended to read in its entirety as follows:

“Acquiring Person” means any Person (other than the Company or any Related Person) who or which, together with all Affiliates and Associates of such Person, is the Beneficial Owner of 15% or more of the then-outstanding Common Shares but shall not include a Beneficial Owner of 15% or more, but less than 20%, of the then-outstanding Common Shares provided that such Beneficial Owner is not required to report such ownership on Schedule 13D under the Exchange Act (or any comparable or successor report); provided, however, that a Person will not be deemed to have become an Acquiring Person solely as a result of a reduction in the number of Common Shares outstanding unless and until such time as (i) such Person or any Affiliate or Associate of such Person thereafter becomes the Beneficial Owner of additional Common Shares representing 1% or more of the then-outstanding Common Shares, other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Common Shares are treated equally, or (ii) any other Person who is the Beneficial Owner of Common Shares representing 1% or more of the then-outstanding Common Shares thereafter becomes an Affiliate or Associate of such Person. Notwithstanding the foregoing, if the Board of the Company determines in good faith that a Person who would otherwise be an “Acquiring Person” as defined pursuant to the foregoing provisions of this Section 1(a) has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an “Acquiring Person” as defined pursuant to the foregoing provisions of this Section 1(a), then such Person shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement.

2.This Amendment shall be effective as of the date hereof and, except as hereby amended, the Rights Agreement shall remain in full force and effect.

3.This Amendment may be executed in two counterparts, each of which shall for all purposes be deemed to be an original, and the counterparts together shall constitute one and the same document.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the day and year first above written.

ALLIANT TECHSYSTEMS INC.
By:	/s/ Keith D. Ross
Name:	Keith D. Ross
Title:	Senior Vice President, General Counsel and Secretary
THE BANK OF NEW YORK MELLON
By:	/s/ Peter Sablich
Name:	Peter Sablich
Title:	Vice President