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Form 8-K AEROJET ROCKETDYNE HOLDI For: Apr 27

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April 27, 2015 3:15 PM EDT
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 27, 2015
 
Aerojet Rocketdyne Holdings, 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
 
GenCorp Inc.
(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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective April 27, 2015, GenCorp Inc. (the “Company”) amended its Certificate of Incorporation (the “Certificate of Incorporation”) to change the Company’s name to “Aerojet Rocketdyne Holdings, Inc.”  The change of name was authorized by the Board of Directors of the Company on March 7, 2015.

The foregoing description of the amendment to the Company’s Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Company’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 24, 2015, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01
Other Events.

In connection with the change of the Company’s name to Aerojet Rocketdyne Holdings, Inc., the trading symbol of the Company’s common stock on the New York Stock Exchange has changed from “GY” to “AJRD,” effective upon the commencement of trading on April 27, 2015.  Stockholders do not need to exchange their stock certificates in connection with the change of the Company’s name or trading symbol.

Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits
 
 
Exhibit No.
 
Exhibits
 
 
3.1
Certificate of Amendment to the Certificate of Incorporation of the Company, effective April 27, 2015.
 
 
 
 
 
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.

April 27, 2015
AEROJET ROCKETDYNE HOLDINGS, INC.
   
 
By:
/s/ Kathleen E. Redd
   
Name:
Kathleen E. Redd
   
Title:
Vice President, Chief Financial Officer and Assistant Secretary
Exhibit 3.1
 

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
GENCORP INC.

_______________________________________________
Pursuant to Section 242 of the General Corporation Law of the State of Delaware

GenCorp Inc., a corporation organized and existing under the laws of the State of Delaware (“Corporation”), hereby certifies that:

 
1.
The name of this Corporation is GenCorp Inc.

 
2.
Pursuant to Section 242 of the Delaware General Corporation Law, this Certificate of Amendment hereby amends Paragraph First of the Certificate of Incorporation (the “Certificate of Incorporation”) by deleting it in its entirety and replacing it with the following:

“FIRST:     The name of this corporation is Aerojet Rocketdyne Holdings, Inc. (the “Corporation”).”

 
3.
The foregoing amendment shall be effective as of 8:30 a.m. Eastern Time on April 27, 2015.

 
4.
The amendment of the Corporation’s Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware pursuant to a resolution adopted by the Corporation’s Board of Directors.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by Kathleen E. Redd, its Vice President, Chief Financial Officer and Assistant Secretary, this 24th day of April, 2015.


 
GENCORP INC.
   
   
 
By:
/s/ Kathleen E. Redd
   
Name:
Kathleen E. Redd
   
Title:
Vice President, Chief Financial Officer and Assistant Secretary
 

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