UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Date
of Report (date of earliest event reported): September 25,
2007
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(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-7201
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33-0379007
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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801
17th Avenue South
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Myrtle
Beach, South Carolina
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29577
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(Address
of principal executive offices)
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(Zip
Code)
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(843)
448-9411
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(Registrant's
telephone number, including area
code)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Item
2.01 Completion of Acquisition or Disposition of
Assets
On
September 25, 2007, AVX Corporation
(the “Company”) completed its previously announced merger pursuant to the terms
of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June
15, 2007, by and among the Company, American Technical Ceramics Corp. (“ATC”),
and Admiral Byrd Acquisition Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary
of the Company, whereby Merger Sub was merged with and into ATC (the
“Merger”). Pursuant to the Merger Agreement, the separate corporate
existence of Merger Sub has ceased and ATC, as the surviving corporation
in the
Merger, became a wholly-owned subsidiary of the Company.
As
a result of the Merger, each
outstanding share of ATC common stock has been converted into the right to
receive $24.75 in cash and each outstanding option to purchase ATC common
stock
has been converted into the right to receive $24.75 in cash less the applicable
exercise price with respect to each share of common stock underlying such
option. The aggregate merger consideration paid to ATC’s former
stockholders and optionholders was approximately $231 million. The merger
consideration was funded from the Company’s existing cash.
Prior
to entering into the Merger
Agreement, there were no material relationships between or among the Company
or
any of its affiliates, officers or directors, on the one hand, and ATC or
any of
its affiliates, officers, directors or associates of any of ATC’s officers or
directors, on the other.
The
foregoing description of the Merger
Agreement is qualified in its entirety by reference to the full text of the
Merger Agreement, which was included as Exhibit 2 to the Company’s Schedule 13D
filed with the Securities and Exchange Commission on June 25, 2007.
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Item
9.01
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Financial
Statements and Exhibits
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The
following exhibits are furnished with this report:
Exhibit No. Description
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2.1
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Agreement
and Plan of Merger, dated June 15, 2007, by and among AVX Corporation,
Admiral Byrd, Inc. and the Company.
(Incorporated
by reference to Exhibit 2 to the Company’s Schedule 13D, filed on June 25,
2007.)
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SIGNATURE
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: September
25, 2007
AVX
CORPORATION
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By:
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/s/
Kurt P. Cummings
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Name:
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Kurt
P. Cummings
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Title:
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Vice
President and Chief Financial
Officer
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