As filed with the Securities and Exchange Commission on August 19, 1999.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
--------------------------
AVX Corporation
-------------------------------------------
(Exact name of registrant as specified in its charter)
State of Delaware 33-0379007
------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
801 17th Avenue South
Myrtle Beach, South Carolina 29577
------------------------------- -----------------------------
(Address of principal executive (Zip Code)
offices)
AVX Corporation 1995 Stock Option Plan
AVX Corporation Non-Employee Directors' Stock Option Plan
-------------------------------------------------------------
(Full title of the plan)
Donald B. Christiansen
AVX Corporation
801 17th Avenue South
Myrtle Beach, South Carolina 29577
(843) 449-9411
-----------------------------
(Name, address and telephone number
of agent for service)
Copy to:
Gary C. Ivey, Esq.
Parker, Poe, Adams & Bernstein L.L.P.
2500 Charlotte Plaza
Charlotte, North Carolina 28244
(704) 372-9000
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
Title of Proposed maximum Proposed maximum
Securities to be Amount to be offering price aggregate offering Amount of
registered: registered (1): per share: price: registration fee:
-------------- -------------- -------------- -------------- --------------
Common Stock, 127,800 shares $17.30 (2) $ 2,210,500 $ 615
$.01 par value 522,200 shares $32.75 (3) $17,102,050 4,755
------
$5,370
(1) 1,650,000 shares were previously registered under Registration No. 33-98094
for issuance under the AVX Corporation 1995 Stock Option Plan or AVX
Corporation Non-Employee Directors' Stock Option Plan (collectively, the
"Plans"), and an additional 1,100,000 shares were previously registered
under Registration No. 333-37201 for issuance under the AVX Corporation
1995 Stock Option Plan.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933 and based on
the exercise prices of the options ($15.00 per share for 50,000 shares,
$16.00 per share for 62,800 shares and $30.38 per share for 15,000 shares)
for shares of Common Stock granted to date.
(3) 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
AVX Corporation ("AVX") were sold on August 12, 1999 (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: (i) AVX's Registration Statement on Form S-8
(Registration No. 33-98094) relating to the registration of 1,650,000 shares of
Common Stock under the Plans and (ii) AVX's Registration Statement on Form S-8
(Registration No. 333-37201) relating to the registration of an additional
1,100,000 shares of Common Stock under the AVX Corporation 1995 Stock Option
Plan, in each case to include the material amendments to the Plans.
- -------------------
The Exhibit Index is located on page 6.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to persons participating in the Plans, as specified by Rule
428(b)(1) under the Securities Act. These documents and the documents
incorporated by reference into this Registration Statement, taken together,
constitute a prospectus with respect to the Plans that meets the requirements of
Section 10(a) of the Securities Act. Capitalized terms used but not defined
herein shall have the same meanings ascribed to them in the Plans.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by AVX are incorporated herein by reference:
(a) AVX's Annual Report on Form 10-K for the year ended March 31, 1999;
(b) AVX's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1999; and
(c) AVX's Registration Statement on Form 8-A dated July 7, 1995 registering its
$.01 par value common stock under Section 12(b) of the Securities Exchange
Act of 1934 (the "Exchange Act").
All documents filed by AVX pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby 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.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
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 an officer or
director, who was or is, or is threatened to be made, a party 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 is or was a director,
officer, 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),
judgments, 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 best interests and, for
criminal actions and 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 an 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 registrant's 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.
2
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 AVX Corporation 1995 Stock Option Plan, as amended July 15,
1999 (incorporated by reference to Exhibit 10.10 to AVX's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999)
4.2 AVX Corporation Non-Employee Directors' Stock Option Plan, as
amended July 15, 1999
*4.3 Form of Stock Option Agreements under the AVX Corporation
1995 Stock Option Plan (incorporated by reference to Exhibit
4.2 to AVX's Registration Statement on Form S-8 (No.
33-98094) filed October 13, 1995)
*4.4 Form of Stock Option Agreement under the AVX Corporation
Non-Employee Directors' Stock Option Plan (incorporated by
reference to Exhibit 4.4 to AVX's Registration Statement on
Form S-8 (No. 33-98094) filed October 13, 1995)
5.1 Opinion of Parker, Poe, Adams & Bernstein L.L.P. as to the
legality of the securities to be registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Parker, Poe, Adams & Bernstein L.L.P. (included in
Exhibit 5.1)
24.1 Power of Attorney
- ----------
* Incorporated by reference to another document on file with the Commission
with which such exhibit is physically filed, to be a part hereof as of the
date thereof.
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 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 Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
3
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 Securities Act and will be governed by
the final adjudication of such issue.
[Signatures appear on the following page.]
4
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 18th
day of August, 1999.
Signatures Title Date
---------- ----- ----
/s/ Benedict P. Rosen Chairman of the Board and Chief August 18, 1999
- ----------------------------------------------- Executive-Officer
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
date indicated.
Signatures Title Date
---------- ----- ----
* Chairman Emeritus of the Board August 18, 1999
- ----------------------------------------------- and-Director
Kazuo Inamori
/s/ Benedict P. Rosen Chairman of the Board, Chief August 18, 1999
- ----------------------------------------------- Executive-Officer,-and-Director
Benedict P. Rosen (Principal Executive officer)
* President, Chief Operating Officer August 18, 1999
- ----------------------------------------------- and-Director
John S. Gilbertson
/s/ Donald B. Christiansen Chief Financial Officer, Senior August 18, 1999
- ----------------------------------------------- Vice-President-of-Finance,
Donald B. Christiansen Treasurer, and Director (Principal
Financial and Principal Accounting
Officer)
* Director August 18, 1999
- -----------------------------------------------
Carroll A. Campbell, Jr.
* Director August 18, 1999
- -----------------------------------------------
Kensuke Itoh
* Director August 18, 1999
- -----------------------------------------------
Rodney N. Lanthorne
* Director August 18, 1999
- -----------------------------------------------
Masahiro Umemura
* Director August 18, 1999
- -----------------------------------------------
Masahiro Yamamoto
* Director August 18, 1999
- -----------------------------------------------
Yuzo Yamamura
/s/ Donald B. Christiansen
- -----------------------------------------------
Donald B. Christiansen
Attorney-in-fact
pursuant to a
power of attorney
filed herewith as
part of this
Registration Statement
5
EXHIBIT INDEX
Exhibit Description
- ------- -----------
*4.1 Amended AVX Corporation 1995 Stock Option Plan, effective
July 15, 1999 (incorporated by reference to Exhibit 10.10 to
AVX's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999)
4.2 AVX Corporation Non-Employee Directors' Stock Option Plan,
as amended July 15, 1999
*4.3 Form of Stock Option Agreements under the AVX Corporation
1995 Stock Option Plan (incorporated by reference to Exhibit
4.2 to AVX's Registration Statement on Form S-8 (No.
33-98094) filed October 13, 1995)
*4.4 Form of Stock Option Agreement under the AVX Corporation
Non-Employee Directors' Stock Option Plan (incorporated by
reference to Exhibit 4.4 to AVX's Registration Statement on
Form S-8 (No. 33-98094) filed October 13, 1995)
5.1 Opinion of Parker, Poe, Adams & Bernstein L.L.P. as to the
legality of the securities to be registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Parker, Poe, Adams & Bernstein L.L.P. (included
in Exhibit 5.1)
24.1 Power of Attorney
- ----------
* Incorporated by reference to another document on file with the Commission
with which such exhibit is physically filed, to be a part hereof as of the
date thereof.
6