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):
December 12, 2012
KEMET Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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001-15491 |
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57-0923789 |
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(State of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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2835 KEMET Way, Simpsonville, SC |
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29681 |
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(Address of principal executive offices) |
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(Zip Code) |
(864) 963-6300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 Definitive Material Agreement.
On December 12, 2012, KEMET Corporation, NEC Corporation and NEC TOKIN Corporation entered into Amendment No. 1 to Stock Purchase Agreement dated as of December 12, 2012 (“Amendment No. 1”), which amended the Stock Purchase Agreement dated as of March 12, 2012 (the “Agreement”), among the same parties. Amendment No. 1 allows each party the right to terminate the Agreement if the Closing (as defined in the Agreement) shall not have occurred on or before April 30, 2013, or such later date as the parties may agree in writing. The Agreement previously provided this right after December 31, 2012. A copy of Amendment No. 1 is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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Amendment No. 1 to Stock Purchase Agreement dated as of December 12, 2012, among KEMET Corporation, NEC Corporation and NEC TOKIN Corporation. |
Signature
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: December 14, 2012 |
KEMET Corporation |
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/s/ WILLIAM M. LOWE, JR. |
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William M. Lowe, Jr. |
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Executive Vice President and |
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Chief Financial Officer |
Exhibit 99.1
Conformed Copy
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “ Amendment ”) is entered into as of December 12, 201 2 , by and among NEC TOKIN Corporation , a Japanese corporation with its principal place of business at 7-1, Kohriyama 6-chome, Taihaku-ku, Sendai-shi, Miyagi 982-8510, Japan (the “ Company ”), NEC Corporation, a Japanese corporation with its principal place of business at 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-8001, Japan (“ NEC Corporation ”), and KEMET Electronics Corporation, a Delaware corporation with its principal place of business at 2835 Kemet Way, Simpsonville, South Carolina 29681 (“ Purchaser ”). The Company , NEC Corporation and Purchaser may hereafter be referred to collectively as the “ P arties ”, or individually as a “ P arty ”.
RECITALS :
WHEREAS, the Parties entered into a Stock Purchase Agreement, dated as of March 12, 2012, (the “ Stock Purchase Agreement ”); and
WHEREAS, the Parties hereto desire to amend the Stock Purchase Agreement as set forth herein.
AGREEMENT :
In consideration of the mutual promises, covenants and conditions hereinafter set forth, the Parties mutually agree as follows:
1. Termination. Section 8.1(e) of the Stock Purchase Agreement is hereby amended and restated in its entirety as follows:
“(e) Any of the Company, NEC Corporation or Purchaser may terminate this Agreement if the Closing shall not have occurred on or before April 30, 2013, or such later date as the Parties may agree in writing.”
2. Miscellaneous .
2.1 Governing Law . This Amendment shall be governed in all respects by the laws of Japan without regards to the principles of conflicts of laws thereof.
2.2 No Other Amendment or Waiver . Except as expressly set forth herein, all of the terms and provisions of the Stock Purchase Agreement shall remain in full force and effect and the Parties hereto make no other amendment, alteration or modification of the Stock Purchase Agreement nor do they, nor does any of them, by executing this Amendment, waive any provision of the Stock Purchase Agreement or any right that they or it may have thereunder.
2.3 Defined Terms . Capitalized terms used but not defined herein shall have the meanings set forth in the Stock Purchase Agreement.
2.4 Counterparts . This Amendment may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party; provided that a facsimile signature or portable document format (pdf) or equivalent signature attached to an e-mail shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or pdf or equivalent signature.
<signature pages follow>
IN WITNESS WHEREOF, each of the Company, NEC Corporation and Purchaser ha s executed this Agreement as of the day first above written.
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KEMET ELECTRONICS CORPORATION |
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By: |
/s/ Per-Olof Loof |
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Name: Per-Olof Loof |
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Title: Chief Executive Officer |
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Address for Notice: |
101 NE 3rd Ave., Ste. 1700 |
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Fort Lauderdale, FL 33301 USA |
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E-mail : jamieassaf@kemet.com |
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Attn: Vice President and General Counsel |
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