Delaware
|
33-0379007
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
Number)
|
Kurt
P. Cummings
Vice President, Chief Financial
Officer,
Treasurer
and Secretary
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)
|
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
|
Title
of Securities
to
be Registered
|
|
Amount
to
be
Registered
|
|
Proposed
Maximum
Offering
Price
Per
Share (1)
|
|
Proposed
Maximum
Aggregate
Offering
Price (1)
|
|
Amount
of
Registration
Fee
|
Common
Stock $0.01 par value
|
|
2,312,052
(2)
|
|
$
13.80
|
|
$31,906,317.60
|
|
$1,254.00
|
(1)
|
Determined
in accordance with Rule 457 paragraph (h), the registration fee
calculation is based on the weighted average exercise price of
previously-granted stock
options.
|
(2)
|
Consists
of (i) 2,268,718 shares issuable upon exercise of stock options currently
outstanding under the AVX Corporation 1995 Stock Option Plan as amended
through October 24, 2000 and (ii) 43,334 shares issuable upon exercise of
stock options currently outstanding under the AVX Corporation Non-Employee
Directors’ Stock Option Plan as amended through February 4,
2003. This Registration Statement also includes any additional
shares that may hereafter become issuable in accordance with the
adjustment provisions of the Plans.
|
Signatures
|
Title
|
Date
|
*
|
||
JOHN
S. GILBERTSON
/s/
Kurt P. Cummings
|
Chief
Executive Officer, President and Director (Principal Executive
Officer)
|
August
4, 2008
|
KURT
P. CUMMINGS
*
|
Vice
President, Chief Financial Officer, Treasurer and Secretary (Principal
Financial and Accounting Officer)
|
August
4, 2008
|
DONALD
B. CHRISTIANSEN
|
Director
|
August
4, 2008
|
*
|
|
|
DAVID
A. DECENZO
|
Director
|
August
4, 2008
|
*
|
||
KAZUO INAMORI
|
Director
|
August
4, 2008
|
*
|
||
KENSUKE
ITOH
|
Director
|
August
4, 2008
|
*
|
||
MAKOTO
KAWAMURA
|
Director
|
August
4, 2008
|
*
|
||
RODNEY
N. LANTHORNE
|
Director
|
August
4, 2008
|
*
|
||
NOBORU
NAKAMURA
|
Director
|
August
4, 2008
|
*
|
||
JOSEPH
STACH
|
Director
|
August
4, 2008
|
*
|
||
YUZO
YAMAMURA
|
Director
|
August
4, 2008
|
Exhibit Number
|
Description
|
|
4.1
|
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))
|
|
4.2
|
Bylaws
of the Company as Amended and Restated December 21, 2007 (incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed
with the Securities & Exchange Commission on December 21,
2007)
|
|
5.1
|
||
23.1
|
||
23.2
|
||
24.1
|
||
99.1
|
AVX
Corporation 1995 Stock Option Plan as amended through October 24, 2000
(incorporated by reference to Exhibit 10.11 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended December 31, 2000)
|
|
99.2
|
AVX
Corporation Non-Employee Directors’ Plan as amended through February 4,
2003 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended December 31,
2002)
|
|
99.3
|
Form
of Notice of Grant of Stock Options and Option Agreement (incorporated by
reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q
for the quarter ended June 30,
2005)
|