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MarketScreener Homepage  >  Equities  >  Nyse  >  AVX Corporation    AVX

AVX CORPORATION

(AVX)
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AVX CORP : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

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03/30/2020 | 09:31am EDT

Item 1.02. Termination of a Material Definitive Agreement

Effective as of March 30, 2020, following consummation of the Merger, the Company terminated: (i) the AVX Corporation 2004 Stock Option Plan as amended through July 23, 2008; (ii) the AVX Corporation 2004 Non-Employee Directors' Stock Option Plan as amended through July 28, 2008; (iii) the AVX Corporation 2014 Stock Option Plan; (iv) the AVX Corporation 2014 Non-Employee Directors' Stock Option Plan as amended May 12, 2016 and (v) the AVX Corporation 2014 Restricted Stock Unit Plan.

Item 2.01. Completion of Acquisition or Disposition of Assets

As described in the Introductory Note above, on March 30, 2020, Merger Sub irrevocably accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the Expiration Date. On March 30, 2020, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the Company's stockholders required to consummate the Merger. Upon the consummation of the Merger, the Company became a wholly owned subsidiary of Kyocera.

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The aggregate consideration paid by Merger Sub in the Offer and Merger to purchase all outstanding Shares (other than the Shares already owned by Kyocera), was approximately $1.03 billion. Kyocera provided Merger Sub with the necessary funds to fund the Offer and the Merger from its cash on hand.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

           Standard; Transfer of Listing


In connection with the consummation of the Merger, the Company (i) notified the New York Stock Exchange (the "NYSE") of the consummation of the Merger and (ii) requested that the NYSE (x) halt trading in the Shares on the morning of March 30, 2020, prior to market open, and suspend trading of the Shares effective as of the close of business on March 30, 2020 and (y) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Additionally, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended and the Company's common stock be deregistered under Section 12(g) of the Exchange Act, at the time such filing is permitted under SEC rules.

Item 3.03. Material Modification to Rights of Security Holders

The information contained in the Introductory Note and Items 1.02, 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers


Upon completion of the Merger on March 30, 2020, in accordance with the Merger Agreement, the members of Merger Sub's board of directors immediately before the Merger, Shoichi Aoki, Hiroshi Fure, Koichi Kano, John Sarvis, Hideo Tanimoto and Goro Yamaguchi became the members of the Company's board of directors. Accordingly, each of Donald Christiansen, David DeCenzo and John Ballato ceased serving as members of the Company's board of directors at the Effective Time. These departures were solely in connection with the Merger and not a result of any disagreement with the Company, its management or its board of directors.

Pursuant to the Merger Agreement, the officers of the Company immediately prior to the Effective Time became the officers of the surviving corporation following the Effective Time and will hold office at the pleasure of the board of directors of the surviving corporation and in accordance with the Bylaws (defined below).

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

           Year


Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's Restated Certificate of Incorporation was amended and restated in its entirety as set forth on Annex II to the Merger Agreement (the "Amended and Restated Certificate of Incorporation") and the Company's Amended and Restated By-laws were amended and restated to read in their entirety as the bylaws of Merger Sub immediately prior to the Effective Time (the "Bylaws").

Copies of the Amended and Restated Certificate of Incorporation and Bylaws are filed as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference into this Item 5.03.



Item 8.01. Other Items


On March 30, 2020, the Company issued a press release announcing the completion of the Merger, which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits

(d) The following exhibits are included with this Report:

 Exhibit
 Number                                      Description

    2.1            Agreement and Plan of Merger, dated as of February 21, 2020, by
                 and among AVX Corporation, Kyocera Corporation and Arch Merger Sub
                 Inc. (incorporated by reference to Exhibit 2.1 to the Company's
                 Current Report on Form 8-K filed with the SEC on February 21, 2020)


    3.1            Amended and Restated Certificate of Incorporation of the Company
                 (filed herewith)

    3.2            Amended and Restated Bylaws of the Company (filed herewith)

   99.1            Press release, dated March 30, 2020 (filed herewith)

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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© Edgar Online, source Glimpses

Stocks mentioned in the article
ChangeLast1st jan.
AVX CORPORATION 0.00%End-of-day quote.5.81%
KYOCERA CORPORATION -0.39% 5814 End-of-day quote.-22.27%
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