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 21, 2005
AVX
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware |
1-7201 |
33-0379007 |
|
(State
or other jurisdiction of incorporation or organization) |
(Commission
File Number) |
(I.R.S.
Employer Identification Number) |
| |
|
|
|
801
17th Avenue South |
|
|
|
Myrtle
Beach, South Carolina |
|
29577 |
|
(Address
of principal executive offices) |
|
(Zip
Code) |
| |
|
|
|
(843)
448-9411 |
|
(Registrant's
telephone number, including area code) |
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:
|
¨ |
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 a Material Definitive Agreement
Since
January 1990, AVX Corporation (“AVX”) and Kyocera Corporation (“Kyocera”) have
engaged in transactions as described in Note 15 to the consolidated financial
statements in AVX’s Annual Report on Form 10-K for the year ended March 31, 2004
and in its 2004 annual meeting proxy statement under the caption “Relationship
with Kyocera and Related Transactions.”
Kyocera
is the majority stockholder of AVX. As of March 25, 2005, Kyocera owned
beneficially and of record 121,800,000 shares of common stock, representing
approximately 70% of AVX’s outstanding shares.
In
connection with these arrangements, AVX and Kyocera entered into new or amended
agreements, effective as of April 1, 2005, as indicated below. Certain of these
agreements were to expire on March 31, 2005.
The
Disclosure and Option to License Agreement was continued by mutual agreement of
the parties for one year in accordance with its terms. Pursuant to this
agreement, AVX and Kyocera exchange confidential information relating to the
development and manufacture of multi-layered ceramic capacitors and various
other ceramic products as well as the license of technologies in certain
circumstances.
A new
Materials Supply Agreement was executed to be effective April 1, 2005. Pursuant
to the agreement, AVX and Kyocera will from time to time supply the other party
with certain raw and semi-processed materials used in the manufacture of
capacitors and various other electrical components. The agreement has a term of
one year, with automatic one-year renewals, subject to the right of termination
by either party at the end of the then current term upon at least six months
notice prior to the expiration of that term.
A new
Machinery and Equipment Purchase Agreement was executed to be effective April 1,
2005. Pursuant to the agreement, AVX and Kyocera will from time to time design
and manufacture for the other party certain equipment and machinery of a
proprietary and confidential nature used in the manufacture of capacitors and
other electrical components. The agreement has a term of one year, with
automatic one-year renewals, subject to the right of termination by either party
at the end of the then current term upon at least six months notice prior to the
expiration of that term.
Each of
these agreements contain provisions requiring that the terms of any transaction
under such agreement be equivalent to that to which an independent unrelated
party would agree at arm's-length and is subject to the approval of the Special
Advisory Committee of the AVX board of directors.
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.
Date:
April
22, 2005
AVX
CORPORATION
|
By: |
/s/ Kurt P. Cummings |
| |
|
|
Name: |
Kurt
P. Cummings |
|
Title: |
Vice
President, |
| |
Chief
Financial Officer, |
| |
Treasurer
and Secretary |