As
filed
with the Securities and Exchange Commission on August 9, 2005.
File
No.
333-
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
(Exact
Name of Issuer as Specified in its Charter)
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Delaware
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33-0379007
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
Number)
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801
17th Avenue South
Myrtle
Beach, South Carolina 29577
(843)
448-9411
(Address,
including zip code, and telephone number of Principal Executive Offices)
AVX
Corporation 2004 Stock Option Plan
AVX
Corporation 2004 Non-Employee Directors’ Stock Option Plan
(Full
Title of the Plans)
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John
S. Gilbertson
Chief
Executive Officer and President
AVX
Corporation
801
17th Avenue South
Myrtle
Beach, South Carolina 29577
(843)
448-9411
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
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Copy
to:
Gary
C. Ivey
Alston
& Bird LLP
Bank
of America Plaza
101
South Tryon Street, Suite 4000
Charlotte,
North Carolina 28280-4000
(704)
444-1090
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CALCULATION
OF REGISTRATION FEE
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Title
of Securities
to
be Registered
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Amount
to
be
Registered
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Proposed
Maximum
Offering
Price
Per
Share (1)
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Proposed
Maximum
Aggregate
Offering
Price (1)
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Amount
of
Registration
Fee
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Common
Stock $.01 par value
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11,000,000(2)
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$13.30
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$146,300,000.00
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$17,219.51
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(1)
Determined
in accordance with Rule 457(h), the registration fee calculation is based
on the
average of the high and low prices of the Company’s Common Stock reported on the
New York Stock Exchange on August 5, 2005.
(2)
Includes
10,000,000 shares issuable upon exercise of stock options under the AVX
Corporation 2004 Stock Option Plan and 1,000,0000 shares issuable upon exercise
of stock options under the AVX Corporation 2004 Non-Employee Directors’ Stock
Option Plan. This Registration Statement also includes any additional shares
that may hereafter become issuable in accordance with the adjustment provisions
of the Plans.
PART
I.
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The
documents constituting Part I of this Registration Statement with respect
to
each Plan will be sent or given to participants in such Plan as specified
by
Rule 428(b)(1) under the Securities Act of 1933, as amended.
(b) Upon
written or oral request, AVX Corporation (the “Company”) will provide, without
charge, the documents incorporated by reference in Item 3 of Part II
of this
Registration Statement. The documents are incorporated by reference in
the
Section 10(a) prospectus. The Company will also provide, without charge,
upon
written or oral request, other documents required to be delivered to
employees
pursuant to Rule 428(b). Requests for the above mentioned information,
should be
directed to Kurt Cummings, Corporate Secretary, at the address and telephone
number on the cover of this Registration Statement.
-2-
PART
II.
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents filed by the Company with the Securities and Exchange
Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date
of the
filing of such documents:
(1) The
Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005;
(2) The
Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2005;
(3) All
other reports filed by the Company pursuant to Section 13(a) or 15(d) of
the
Exchange Act since March 31, 2005;
(4) The
description of Common Stock contained in the Company’s Registration Statement
filed under Section 12 of the Exchange Act, including all amendments or
reports
filed for the purpose of updating such description; and
(5) All
other documents subsequently filed by the Company or the Plans pursuant
to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a
post-effective amendment to this Registration Statement that indicates
that all
securities offered have been sold or that deregisters all securities that
remain
unsold.
Any
statement contained in a document incorporated or deemed incorporated herein
by
reference shall be deemed to be modified or superseded for the purpose
of this
Registration Statement to the extent that a statement contained herein
or in any
subsequently filed document which also is, or is deemed to be, incorporated
herein by reference modifies or supersedes such statement. Any such statement
so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
Applicable.
Item
5. Interests of Named Experts and Counsel.
Not
Applicable.
Item
6. Indemnification of Directors and Officers
Section
145 of the General Corporation Law of the State of Delaware (the “DGCL”)
provides that a corporation may indemnify any person, including an officer
or
director, who was or is, or is threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at
the
request of such corporation as a director, officer, employee or agent of
another
corporation or other enterprise. The indemnity may include expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit
or
proceeding, provided such director, officer, employee or agent acted in
good
faith and in a manner he reasonably believed to be in or not opposed to
the best
interests of the corporation and, for criminal actions and proceedings,
had no
reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify a director, officer, employee or agent against
expenses (including attorney’s fees) actually and reasonably incurred in an
action by or in the right of the corporation under the same conditions,
except
that no indemnification is permitted without judicial approval if such
person is
adjudged to be liable to the corporation. Where an director or officer
is
successful on the merits or otherwise in the defense of any action referred
to
above, the corporation must indemnify him against the expenses which such
director or officer actually or reasonably incurred.
The
Company’s Restated Certificate of Incorporation provides that no director of the
registrant will be personally liable to the registrant or its stockholders
for
monetary damages for breach of fiduciary duty as a director, except to
the
extent such exemption from liability or limitation thereof is not permitted
under the DGCL as currently in effect or as the same may hereafter be amended.
The
Company’s Bylaws provide for indemnification of the Company’s officers and
directors to the fullest extent permitted by applicable law.
The
Company maintains directors’ and officers’ liability insurance policies.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits
See
Exhibit Index, which is incorporated herein by reference.
Item
9. Undertakings
(a) The
undersigned Company hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act
of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective
date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change
in the information set forth in this Registration Statement;
(iii) To
include any material information with respect to the plan of distribution
not
previously disclosed in this Registration Statement or any material change
to
such information in this Registration Statement;
Provided,
however,
that
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration
Statement is on Form S-3, Form S-8 or Form F-3, and the information required
to
be included in a post-effective amendment by those paragraphs is contained
in
periodic reports filed by the Company pursuant to Section 13 or Section
15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference
in this
Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act of
1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities being offered therein, and the offering
of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of
the
securities being registered which remain unsold at the termination of the
offering.
(b) The
undersigned Company hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the Company’s annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is
incorporated by reference in this Registration Statement shall be deemed
to be a
new registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the initial
bona
fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against
such liabilities (other than the payment by the Company of expenses incurred
or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being
registered, the Company will, unless in the opinion of its counsel the
matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
(signatures
on following page)
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company certifies that
it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Myrtle Beach, State of South Carolina, on August 9, 2005.
AVX
CORPORATION
By:
/s/
Kurt P. Cummings
Kurt
P. Cummings
Executive
Vice President,
Chief Financial
Officer,
Treasurer and
Secretary
Pursuant
to the requirements of the Securities Act, this Registration Statement has
been
signed below by the following persons in the capacities and on the dates
indicated:
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*
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RODNEY
N. LANTHORNE
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Director
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August
9, 2005
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*
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RICHARD
TRESSLER
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Director
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August
9, 2005
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*
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DONALD
B. CHRISTIANSEN
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Director
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August
9, 2005
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*
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KENSUKE
ITOH
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Director
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August
9, 2005
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*
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YASUO
NISHIGUCHI
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Director
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August
9, 2005
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*
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MASAHIRO
UMEMURA
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Director
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August
9, 2005
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*
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YUZO
YAMAMURA
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Director
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August
9, 2005
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*
by:
/s/
Kurt P. Cummings
KURT
P. CUMMINGS,
Attorney-in-Fact for each of the persons indicated
EXHIBIT
INDEX
TO
REGISTRATION
STATEMENT ON FORM S-8
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Exhibit Number
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Description
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4.1
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Restated
Certificate of Incorporation of the Company (incorporated by reference
to
Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File
Number 33-94310))
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4.2
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Bylaws
of the Company, as amended (incorporated by reference to Exhibit
3.2 to
the Company’s Annual Report on Form 10-K for the fiscal year ended March
31, 2003)
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5.1
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23.1
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23.2
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24.1
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99.1
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AVX
Corporation 2004 Stock Option Plan (incorporated by reference to
Exhibit
10.11 to our Annual Report on Form 10-K for the fiscal year ended
March
31, 2004)
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99.2
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AVX
Corporation 2004 Non-Employee Directors’ Stock Option Plan (incorporated
by reference to Exhibit 10.12 to our Annual Report on Form 10-K
for the
fiscal year ended March 31, 2004)
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99.3
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Form
of Notice of Grant of Stock Options and Option Agreement for awards
pursuant to AVX Corporation 2004 Stock Option Plan and AVX Corporation
2004 Non-Employee Directors’ Stock Option Plan (incorporated by reference
to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2005)
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