SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q/A
Amendment No. 1
X | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period endedDecember 31, 2002. |
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ |
Commission file number 1-7201
AVX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 33-0379007 (IRS Employer ID No.) |
801 17th Avenue South, Myrtle Beach, South Carolina 29577
(Address of principal executive offices)
(843) 448-9411
(Registrant's phone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class Common Stock, par value $0.01 per share | | Outstanding at February 12, 2003 173,931,418 |
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Explanatory Note
This Amendment is filed in order to include in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2002 (the "Report"), certifications required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The Company's initial filing of the Report, filed February 13, 2002, inadvertently included as Exhibits 99.1 and 99.2, certifications from a prior period. Exhibits 99.1 and 99.2 attached to this Amendment replace and supersede those exhibits as initially filed.
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AVX CORPORATION
INDEX
| | PageNumber |
PART II: | Other Information: | |
ITEM 6. | Exhibits and Reports on Form 8-K | 4 |
Signatures | 5 |
Certifications | 6 |
Exhibits | | |
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PART II: | OTHER INFORMATION |
ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K |
(a) Exhibits: |
10.1 * | AVX Corporation Non-Employee Directors Stock Option Plan as amended through February 4, 2003 |
10.2 * | AVX Corporation Deferred Compensation Plan for Eligible Board Members as amended through December 2, 2002 |
99.1 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.2 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
(b) Reports on Form 8-K: |
None. | |
* Previously filed
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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 thereunto duly authorized.
Date: February 14, 2003
AVX Corporation |
| |
By: | /s/ Kurt P. Cummings |
| Kurt P. Cummings Vice President, Chief Financial Officer, Treasurer and Secretary |
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CERTIFICATIONS
I, John S. Gilbertson, certify that:
- I have reviewed this quarterly report on Form 10-Q of AVX Corporation;
- Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
- Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
- The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
- designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
- evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
- presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
- The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
- all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
- any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
- The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: February 14, 2003 | | /s/ John S. Gilbertson |
| | John S. Gilbertson Chief Executive Officer and President |
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CERTIFICATIONS
I, Kurt P. Cummings, certify that:
- I have reviewed this quarterly report on Form 10-Q of AVX Corporation;
- Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
- Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
- The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
- designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
- evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
- presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
- The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
- all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
- any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
- The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: February 14, 2003 | | /s/ Kurt P. Cummings |
| | Kurt P. Cummings Vice President, Chief Financial Officer, Treasurer and Secretary |
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