Attached files
| file | filename |
|---|---|
| EX-99.1 - AEROJET ROCKETDYNE HOLDINGS, INC. | ex991to8k07319_01062010.htm |
| EX-10.1 - AEROJET ROCKETDYNE HOLDINGS, INC. | ex101to8k07319_01062010.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 6,
2010
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GenCorp
Inc.
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(Exact
name of registrant as specified in its charter)
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Ohio
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1-01520
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34-0244000
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Highway
50 and Aerojet Road, Rancho Cordova,
California
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95742
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (916)
355-4000
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(Former
name or former address, if changed since last
report.)
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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
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective January 6, 2010, J. Scott
Neish resigned from his positions as Interim President and Interim Chief
Executive Officer of GenCorp Inc. (the “Company”) and President of
Aerojet-General Corporation (“Aerojet”).
Also effective January 6, 2010, the
Company entered into an employment agreement with Scott Seymour to serve as the
Company’s President and Chief Executive Officer (the “Employment
Agreement”). Mr Seymour will also serve as President of
Aerojet.
On January 5, 2010, the Board of
Directors of the Company (the “Board”) unanimously authorized an increase in the
size of the Board to eight members. Effective January 6, 2010, the
Board elected Mr. Seymour to serve as a director to fill the vacancy created by
the increase in the size of the Board, until the next annual meeting of
shareholders when either he or his successor is elected and
qualified.
Mr. Seymour, age 59, has been a
consultant to Northrop Grumman Corporation, a global defense and technology
company (“Northrop”), since March 2008. Mr. Seymour joined Northrop
in 1983. Prior to becoming a consultant, Mr. Seymour most recently
served as Corporate Vice President and President of Integrated Systems Sector of
Northrop from 2002 until March 2008. Mr. Seymour also served as
Vice President, Air Combat Systems, Vice President and B-2 Program Manager and
Vice President, Palmdale Operations, of Northrop, from 1998 to 2001, 1996 to
1998 and 1993 to 1996, respectively. Prior to joining Northrop, Mr.
Seymour was involved in the manufacture and flight-testing of F-14A, EF-111A and
F / A-18A aircraft for each of Grumman Aerospace Corporation and McDonnell
Aircraft Company.
Pursuant to the Employment Agreement,
Mr. Seymour will be paid an annual base salary of $550,000, and will be eligible
for an annual bonus based on a target opportunity up to 125% of his annual base
salary. On January 6, 2010, Mr. Seymour received 120,000 shares of
the Company’s restricted common stock and an option to purchase 100,000 shares
of the Company’s common stock (the “Option”). The Option has a per
share exercise price equal to the last sales price reported for the Company’s
common stock on the New York Stock Exchange on the date of grant. Mr.
Seymour is also eligible to participate in future grants pursuant to the
Company’s 2009 Equity and Performance and Incentive Plan and other Company
performance incentive plans extended to the senior executives of the Company
generally, at levels commensurate with his position. The Employment
Agreement has a five-year term, unless earlier terminated in accordance with its
terms. In the event that the Company terminates Mr. Seymour’s
employment for Cause or Mr. Seymour resigns other than for Good Reason (as such
terms are defined in the Employment Agreement), the Company’s obligations will
generally be limited to paying Mr. Seymour his annual base salary through the
termination date. If Mr. Seymour’s employment is terminated at his or
the Company’s election at any time due to his death or disability, or for
reasons other than Cause or Voluntary Resignation (as defined in the Employment
Agreement), Mr. Seymour will be entitled to receive the benefits described above
and severance payments and benefits equal to the following, subject to certain
limitations: (i) one year of his annual base salary paid in installments; (ii) a
bonus payment based upon the amount of the previous year’s bonus, prorated based
on the number of months of the year that Mr. Seymour worked for the Company
prior to the termination paid in a lump sum; (iii) immediate vesting of any
shares of the Company’s restricted common stock or options that are scheduled to
vest within one year of the date of termination of employment and (iv) bonuses
earned but unpaid with respect to the fiscal year ending on or preceding the
date of termination pursuant to the Company’s Annual Incentive
Plan. The foregoing summary of the Employment Agreement does not
purport to be complete and is subject to and qualified in its entirety by
reference to the actual text of such agreement, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Mr. Seymour does not have any family
relationship with any director, executive officer or person nominated or chosen
by the Company to become a director or executive officer. Mr. Seymour
did not have any material interest, direct or indirect, in any material
transaction, or any currently proposed material transaction, to which the
Company was or is to be a participant since the beginning of the Company’s last
fiscal year.
Item
8.01 Other
Events.
On January 6, 2010, the Company issued
a press release announcing Mr. Neish’s resignation and the appointment of Mr.
Seymour as a director, President and Chief Executive Officer of the Company and
President of Aerojet.
A copy of the press release issued by
the Company on January 6, 2010 is furnished hereto as Exhibit 99.1.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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10.1
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Employment
Agreement, dated as of January 6, 2010, by and between GenCorp Inc. and
Scott Seymour.
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99.1
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Press
Release, dated January 6, 2010.
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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.
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January
6, 2010
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GENCORP
INC.
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By:
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/s/ Kathleen E. Redd | ||
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Name:
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Kathleen
E. Redd
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Title:
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Vice
President, Chief Financial Officer and
Secretary
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Exhibit
Index
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Exhibit
No.
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Description
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10.1
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Employment
Agreement, dated as of January 6, 2010, by and between GenCorp Inc. and
Scott Seymour.
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99.1
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Press
Release, dated January 6, 2010.
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