Attached files
| file | filename |
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| EX-2.1 - AEROJET ROCKETDYNE HOLDINGS, INC. | ex21to8k07319_04112014.htm |
| EX-3.2 - AEROJET ROCKETDYNE HOLDINGS, INC. | ex32to8k07319_04112014.htm |
| EX-10.1 - AEROJET ROCKETDYNE HOLDINGS, INC. | ex101to8k07319_04112014.htm |
| EX-3.1 - AEROJET ROCKETDYNE HOLDINGS, INC. | ex31to8k07319_04112014.htm |
| EX-3.4 - AEROJET ROCKETDYNE HOLDINGS, INC. | ex34to8k07319_04112014.htm |
| EX-4.1 - AEROJET ROCKETDYNE HOLDINGS, INC. | ex41to8k07319_04112014.htm |
| EX-3.3 - AEROJET ROCKETDYNE HOLDINGS, INC. | ex33to8k07319_04112014.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): April 11, 2014
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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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2001 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 1.01. Entry into Material Definitive Agreement
The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders
On April 11, 2014, GenCorp Inc. (the “Company”) changed its state of incorporation from the State of Ohio to the State of Delaware (the “Reincorporation”) pursuant to a plan of conversion, dated April 11, 2014 (the “Plan of Conversion”). The Reincorporation was accomplished by the filing of (i) a certificate of conversion (the “Ohio Certificate of Conversion”) with the Secretary of State of the State of Ohio, and (ii) a certificate of conversion (the “Delaware Certificate of Conversion”) and a certificate of incorporation (the “Delaware Certificate of Incorporation”) with the Secretary of State of the State of Delaware. Pursuant to the Plan of Conversion, the Company also adopted new bylaws (the “Delaware Bylaws”).
The Reincorporation was previously submitted to a vote of, and approved by, the Company’s stockholders at its 2014 Annual Meeting of Stockholders held on March 20, 2014 (the “Annual Meeting”). Upon the effectiveness of the Reincorporation:
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the affairs of the Company ceased to be governed by Ohio corporation laws, the Company’s existing Articles of Incorporation and the Company’s existing Code of Regulations, and the affairs of the Company became subject to the General Corporation Law of the State of Delaware, the Delaware Certificate of Incorporation and the Delaware Bylaws;
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each outstanding share of the Ohio corporation’s common stock converted into an outstanding share of the Delaware corporation’s common stock;
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each outstanding option, warrant or other right to acquire shares of the Ohio corporation’s common stock converted into an equivalent option, warrant or other right to acquire, upon the same terms and conditions (including the vesting schedule and exercise price per share applicable to each such option), the same number of shares of the Delaware corporation’s common stock;
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each outstanding restricted share of the Ohio corporation’s common stock converted into an equivalent restricted share of the Delaware corporation’s common stock with the same terms and conditions (including the vesting schedule applicable to each such share);
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each employee benefit, stock option or other similar plan of the Ohio corporation continued to be an employee benefit, stock option or other similar plan of the Delaware corporation; and
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each director and officer of the Ohio corporation continued to hold his or her respective position with the Delaware corporation.
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Certain rights of the Company’s stockholders were also changed as a result of the Reincorporation, as described in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on February 7, 2014, under the sections entitled “Proposal 2 – Approval of the Reincorporation of the Company from the State of Ohio to the State of Delaware – Rights of our Shareholders Prior to and After the Reincorporation from Ohio to Delaware” and “ – Certain Other Effects of the Reincorporation,” which description is incorporated in its entirety herein by reference.
The Reincorporation did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under such material contractual arrangements continue to be rights and obligations of the Company after the Reincorporation. The Reincorporation did not result in any change in headquarters, business, jobs, management, location of any of the offices or facilities, number of employees, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation) of the Company.
The foregoing descriptions of the Plan of Conversion, the Ohio Certificate of Conversion, the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation and the Delaware Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan of Conversion, the Ohio Certificate of Conversion, the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation and the Delaware Bylaws, copies of which are filed as Exhibits 2.1, 3.1, 3.2, 3.3 and 3.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
In connection with the Reincorporation, the Company also adopted a new form of common stock certificate, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Indemnification Agreements with Directors and Executive Officers
Following the Reincorporation, the Company entered into new indemnification agreements with each of the Company’s directors and executive officers, effective April 11, 2014, which replace the previous indemnification agreements entered into between the Company and its directors and executive officers.
The indemnification agreements are substantially similar to those previously entered into between the Company and its directors and executive officers except that the new indemnification agreements are governed by Delaware law and have been modified to conform to Delaware law. The indemnification agreements require the Company, among other things, to indemnify the director or executive officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements, reasonably incurred or suffered by the individual in connection with any action, suit or proceeding by reason of the fact that the individual was a director or executive officer of the Company, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company.
The foregoing description of the of indemnification agreements entered into between the Company and each of its directors and executive officers is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Number
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Description
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2.1
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Plan of Conversion, dated April 11, 2014.
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3.1
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Certificate of Conversion, as filed with the Secretary of State of the State of Ohio on April 11, 2014.
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3.2
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Certificate of Conversion, as filed with the Secretary of State of the State of Delaware on April 11, 2014.
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3.3
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Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on April 11, 2014.
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3.4
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Bylaws, effective April 11, 2014.
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4.1
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Form of Common Stock Certificate.
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10.1
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Form of Indemnification Agreement.
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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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April 11, 2014
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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 Assistant Secretary
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INDEX TO EXHIBITS
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Number
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Description
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2.1
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Plan of Conversion, dated April 11, 2014.
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3.1
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Certificate of Conversion, as filed with the Secretary of State of the State of Ohio on April 11, 2014.
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3.2
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Certificate of Conversion, as filed with the Secretary of State of the State of Delaware on April 11, 2014.
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3.3
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Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on April 11, 2014.
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3.4
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Bylaws, effective April 11, 2014.
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4.1
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Form of Common Stock Certificate.
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10.1
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Form of Indemnification Agreement.
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