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): June 14, 2015
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Aerojet Rocketdyne Holdings, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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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 8.01 Other Events.
On June 14, 2015, Section 13 of that certain amended and restated stock and asset purchase agreement between Aerojet Rocketdyne Holdings, Inc. (the “Company”) and United Technologies Corporation (“UTC”) dated as of June 12, 2013 (the “Amended and Restated Purchase Agreement”) regarding the potential acquisition by the Company of 50% of the ownership interest of RD Amross, LLC (“RD Amross” a joint venture with NPO Energomash of Khimki, Russia which manufactures and sells RD-180 engines to RD Amross for resale) and UTC’s related business that markets and supports the resale of RD-180 engines (the “RDA Acquisition”) terminated pursuant to its terms. The RDA Acquisition was contingent upon certain conditions including receipt of certain Russian governmental regulatory approvals, which were not obtained. Pursuant to the terms of the Amended and Restated Purchase Agreement, the obligations to consummate the RDA Acquisition would terminate automatically no later than June 14, 2015 if the RDA Acquisition had not been completed by that date.
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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June 16, 2015
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AEROJET ROCKETDYNE HOLDINGS, 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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