false0000887730KEMET CORP 0000887730 2020-02-03 2020-02-03


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 3, 2020
 
KEMET Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-15491
 
57-0923789
(State of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

KEMET Tower, One East Broward Blvd., Fort Lauderdale, Florida 33301
(Address of principal executive offices, zip code) 
 
(954) 766-2800
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)

Title of each class
Trading Symbol
Name of exchange on which registered
Common Stock, par value $0.01
KEM
New York Stock Exchange

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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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Item 1.01    Entry into a Material Definitive Agreement.
 
As previously reported on Form 8-K filed by KEMET Corporation (the “Company”) on November 12, 2019 with the Securities and Exchange Commission, on November 8, 2019 the Company and its wholly-owned subsidiary, KEMET Electronics Corporation (“KEC”) entered into a settlement agreement (the “Settlement Agreement”) with the plaintiffs in the antitrust suit pending in the United States District Court, Northern District of California (the “Court”) as In re: Capacitors Antitrust Litigation, No. 3:14-cv-03264-JD. On January 23, 2020 the Court ordered that the members of the Class (as defined in the Settlement Agreement) be given an opportunity to opt out of the settlement proposed in the Settlement Agreement. In furtherance thereof, the Company, KEC and the plaintiffs entered into an Addendum to Settlement Agreement dated as of February 3, 2020 (the “Addendum”), which provides that members of the Class may opt out of the settlement and sets forth the procedures pursuant to which (and the date by which) such members can elect to be excluded from the settlement class. The Addendum further provides that if the aggregate amount of U.S. Purchases (as defined in the Settlement Agreement) by the members of the Class who elect to be excluded from the settlement class exceeds 10% of all U.S. Purchases by all Class members, then the Company may terminate the Settlement Agreement in its entirety without any further liability or obligation.

The foregoing description of the Addendum does not purport to be complete and is qualified in its entirety by reference to the full text of the Addendum, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01    Financial Statements and Exhibits
 
(a)                              Not Applicable
 
(b)                              Not Applicable
 
(c)                               Not Applicable
 
(d)                              Exhibits
 
Exhibit No.
 
Description of Exhibit
 
 
 

 
Addendum to Settlement Agreement, dated February 3, 2020

 
 
 
104

 
Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)





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.
 
 
Date:
February 7, 2020
KEMET Corporation
 
 
 
 
 
 
 
By:
/s/ GREGORY C. THOMPSON
 
 
Gregory C. Thompson
 
 
Executive Vice President and
 
 
Chief Financial Officer





Exhibit 10.1
ADDENDUM TO SETTLEMENT AGREEMENT
KEMET Corporation and KEMET Electronics Corporation (together “KEMET”) and Plaintiffs Chip-Tech, Ltd., Dependable Component Supply Corp., eIQ Energy, Inc., and Walker Component Group, Inc. (together, the “Direct Purchaser Plaintiffs”), individually and on behalf of the direct purchaser Class, entered into the Settlement Agreement on November 8, 2019 to settle the Released Claims.
On January 6, 2020, Direct Purchaser Plaintiffs filed a motion seeking preliminary approval of their settlement with KEMET.
On January 23, 2020, the Court held a hearing on Direct Purchaser Plaintiffs’ motion for preliminary approval and ordered that the Class be provided with an opportunity to opt out of the settlement and that Direct Purchaser Plaintiffs add a deadline for filing a claim to the schedule.
1.All capitalized terms used in this Addendum to Settlement Agreement shall have the same meanings as in the Settlement Agreement unless otherwise specifically defined herein.
2.Any Class Member that wishes to seek exclusion from the settlement class by “opting out” must timely submit a written request for Exclusion to the Claims Administrator (a “Request for Exclusion”). To be effective, such a Request for Exclusion must state: the Class Member’s full legal name, address, and telephone number; that the Class Member purchased Capacitors directly from one or more of the Defendants during the Class Period; and that the Class Member (1) wants to be excluded from the In re Capacitors Antitrust Litigation class action settlement with KEMET and (2) understands that by so doing, the Class member will not be able to get any money or benefits from the settlement with KEMET under the Settlement Agreement. All Requests for Exclusion must be signed and dated by the Class Member or its officer or legal representative, and must be (1) mailed to the Claims Administrator via First Class United States Mail (or United States Mail for overnight delivery), postmarked by March 26, 2020, and received by the Claims Administrator on or before April 6, 2020; or (2) submitted online at www.capacitorsantitrustsettlement.com by March 26, 2020. The Claims Administrator shall provide to counsel for KEMET all Requests for Exclusion and documents submitted therewith, and the Claims Administrator shall prepare a summary of the opt outs to be filed with the Court. With the Motion for Final Approval, Class Counsel will file with the Court a

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complete list of Requests for Exclusion from the settlement class, including only the name, city and state of the Person requesting exclusion. Persons who opt out are not entitled to any monetary award from the Settlement Fund.
3.By April 6, 2020, or within seven (7) days of receipt by the Claims Administrator of any Request for Exclusion submitted by a Class Member pursuant to Paragraph 2 herein, whichever is later, Class Counsel shall inform counsel for KEMET of (1) the name of each Class Member that submitted a Request for Exclusion; (2) the amount (in U.S. dollars) of the U.S. Purchases during the Class Period of each Class Member that submitted a Request for Exclusion; and (3) the amount (in U.S. dollars) of U.S. Purchases during the Class Period by all Class Members. In calculating those amounts and determining the billing and shipping addresses of U.S. Purchases, Class Counsel shall use the data available to Direct Purchaser Plaintiffs in the Action (as produced by Defendants or from any other source).
4.KEMET, in its sole discretion, shall have the option to rescind and terminate the Settlement Agreement in its entirety and without liability of any kind if the aggregate amount (in U.S. dollars) of U.S. Purchases by Class Members that submit a Request for Exclusion is equal to or greater than 10% of the amount (in U.S. dollars) of U.S. Purchases during the Class Period by all Class Members. KEMET shall exercise this option to rescind and terminate the Settlement Agreement by providing written notice to Class Counsel no later than fourteen (14) calendar days after receipt of the information to be provided by Class Counsel pursuant to Paragraph 3 herein, or fourteen (14) calendar days after the Motion for Final Approval is filed, whichever is later. Such notice, if given, shall be in the form prescribed by Paragraph 52 of the Settlement Agreement. Upon such rescission and termination, Direct Purchaser Plaintiffs and KEMET will notify the Court immediately and withdraw all pending motions filed to effectuate the settlement. In the event that KEMET exercises this option to rescind and terminate the Settlement Agreement, Paragraph 34 of the Settlement Agreement shall apply in the same manner as if the Settlement Agreement had been rescinded pursuant to Paragraph 33 of the Settlement Agreement.

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IN WITNESS WHEREOF, the parties hereto, through their fully authorized representatives, have agreed to this Addendum to Settlement Agreement as of February 3, 2020.

By: /s/ JOSEPH R. SAVERI
 
By: /s/ JACOB R. SORENSEN
 
 
 
Joseph R. Saveri
 
Roxane A. Polidora
Joseph Saveri Law Firm, Inc.
 
Jacob R. Sorensen
555 Montgomery Street
 
Pillsbury Winthrop Shaw Pittman LLP
Suite 1210
 
Four Embarcadero Center, 22nd Floor
San Francisco, CA 94111
 
San Francisco, CA 94111
 
 
 
Class Counsel
 
Counsel for
for Direct Purchaser Plaintiffs
 
KEMET Corporation and
 
 
KEMET Electronics Corporation







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