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irrevocably accepted for payment all Shares validly tendered and not withdrawn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.
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
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
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
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:
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
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
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