As filed with the Securities and Exchange Commission on October 6, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AVX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of 33-0379007
incorporation or organization) (I.R.S. Employer Identification No.)
801 17th Avenue South 29577
Myrtle Beach, South Carolina (Zip Code)
(Address of Principal Executive Offices)
AVX Corporation 1995 Stock Option Plan
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(Full title of the plan)
Donald B. Christiansen
AVX Corporation
801 17th Avenue South
Myrtle Beach, South Carolina 29577
803-449-9411
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maxiumum
Title of offering aggregate Amount of
securities to be Amount to be price offering registration
registered registered per share price (3) fee
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Common Stock,
$.01 par value 1,100,000(1) $32.5625(2) $35,818,750 $10,855(2)
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(1) 1,550,000 shares were previously registered under Registration No.
33-98094.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based on
the average of the highest and lowest prices at which shares of Common
Stock of the Corporation were sold on September 30, 1997
(NYSE-Composite Transactions).
Pursuant to Rule 429 of the Rules and Regulations of the Securities Act of
1933, (the "Securities Act") this Registration Statement also constitutes a
post-effective amendment to the Registration Statement of AVX Corporation
("AVX") on Form S-8 (Registration No. 33-98094) relating to the
registration of 1,550,000 shares of Common Stock under AVX's 1995 Stock
Option Plan (the "Plan") to include the material amendments to the Plan.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by AVX Corporation ("AVX") are incorporated
herein by reference:
(a) AVX's Annual Report on Form 10-K for the year ended March 31, 1997;and
(b) AVX's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1997.
(c) the description of AVX's Common Stock from page 28 of AVX's
registration statement on Form S-1 (Registration No. 33-94310)
All documents filed by AVX pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify any person, including
officers and directors, who are, or are threatened to be made, parties to
any threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of such corporation), by reason of the fact that
such person was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation. The indemnity
may include expenses (including attorneys' fees), judgements, fines and
amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided such officer,
director, employee or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best
interests and, for criminal proceedings, had no reasonable cause to believe
that his conduct was unlawful. A Delaware corporation may indemnify
officers and directors in an action by or in the right of the corporation
under the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where and officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually or reasonably incurred.
The Restated Certificate of Incorporation provides that no director of the
Registrant will be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except to
the extent such exemption from liability or limitation thereof is not
permitted under the DGCL as currently in effect or as the same may
hereafter be amended.
Pursuant to Section 102(b)(7) of the DGCL, the Restated Certificate of
Incorporation of the Registrant eliminates the liability of the
Registrant's directors to the Registrant or its stockholders, except for
liabilities related to breach of duty of loyalty, actions not in good faith
and certain other liabilities.
The Registrant maintains directors' and officers' liability insurance
policies. The By-laws of the Registrant provide for indemnification of the
officers and directors of the Registrant to the fullest extent permitted by
applicable law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibit Description
4.1 Amended AVX Corporation 1995 Stock Option Plan, effective July 17,
1997.
5.1 Opinion of Cravath, Swaine & Moore, as to the legality of the
securities to be registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Cravath, Swaine & Moore (included in Exhibit 5.1)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act and each filing of the Plan's annual report pursuant to
section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered , the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Myrtle Beach, State of South
Carolina, on the 30th day of September, 1997.
Signatures Title Date
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/s/ Benedict P. Rosen Chief Executive Officer September 30, 1997
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Benedict P. Rosen
AVX Corporation
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
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/s/ Benedict P. Rosen Chairman of the Board, September 30, 1997
- -------------------------- Chief Executive Officer,
Benedict P. Rosen and Director
Chairman Emeritus September , 1997
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Kazuo Inamori
/s/ John S. Gilbertson President, Chief Operating September 30, 1997
- -------------------------- Officer and Director
John S. Gilbertson
/s/ Donald B. Christiansen Senior Vice President September 30, 1997
- -------------------------- of Finance, Chief
Donald B. Christiansen Financial Officer,
Treasurer, and Director
(Principal Financial
and Principal Accounting
Officer)
/s/ Marshall D. Butler Director September 30, 1997
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Marshall D. Butler
/s/ Carrol A. Campbell, Jr. Director September 30, 1997
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Carroll A. Campbell, Jr.
Director September 30, 1997
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Kensuke Itoh
/s/ Rodney N. Lanthorne Director September 30, 1997
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Rodney N. Lanthorne
/s/ Richard Tressler Director September 30, 1997
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Richard Tressler
Director September , 1997
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Masahiro Umemura
Director September , 1997
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Masahiro Yamamoto
Director September , 1997
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Yuzo Yamamura
Director September , 1997
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Michihisa Yamamoto
EXHIBIT INDEX
Exhibit Page
4.1 Amended AVX Corporation 1995 Stock Option Plan, effective
July 17, 1997.
5.1 Opinion of Cravath, Swaine & Moore, as to the legality of
the securities to be registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Cravath, Swaine & Moore (included in Exhibit 5.1)