-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJym09yS3+JzcpBu8wpuxGLR0+pTx1/VewqVPR4MJrxp7IlI+xxICQrjNSNwNhkv xmjQ9sL113mPkoQT81xcuA== 0000950144-00-001545.txt : 20000208 0000950144-00-001545.hdr.sgml : 20000208 ACCESSION NUMBER: 0000950144-00-001545 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 20000207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVX CORP /DE CENTRAL INDEX KEY: 0000859163 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 330379007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-07201 FILM NUMBER: 525417 BUSINESS ADDRESS: STREET 1: 801 17TH AVE S CITY: MYRTLE BEACH STATE: SC ZIP: 29577 BUSINESS PHONE: 8034499411 MAIL ADDRESS: STREET 1: PO BOX 867 STREET 2: PO BOX 867 CITY: MYRTLE BEACH STATE: SC ZIP: 29578 FORMER COMPANY: FORMER CONFORMED NAME: KC SUBSIDIARY CORP DATE OF NAME CHANGE: 19900212 10-K405/A 1 AVX CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 10-K/A AMENDMENT NO. 1 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 1999 OR [ ] 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 1-10431 AVX CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 33-03790077 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization Identification No.) 801 17TH AVENUE SOUTH 29577 MYRTLE BEACH, SOUTH CAROLINA (Zip Code) (Address of Principal Executive Offices) (843) 448-9411 (Registrant's telephone number, including area code) --------------------- Securities registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- --------------------- Common Stock, $ .01 par value per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None ---------------- (Title of Class) 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. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Based on the closing sales price of $20 15/16 on May 21, 1999, the aggregate market value of the voting stock held by non-affiliate of the registrant or of the date was $420,948,960. As of May 21, 1999, the number of shares outstanding of the registrant's Common Stock, par value $ .01 per share, was 86,255,025 shares. DOCUMENTS INCORPORATED BY REFERENCE There is incorporated by reference in Part III of the registrant's Annual Report on Form 10-K for the year ended March 31, 1999 amended hereby the information contained in the registrant's proxy statement for its annual meeting of shareholders held on July 15, 1999. 2 Explanatory Note for Form 10-K/A. The undersigned registrant hereby amends the following items of its Annual Report on Form 10-K for its year ended March 31, 1999, as set forth below: Part III and Item 12. Security Ownership of Certain Beneficial Owners and Management thereof. Part IV, Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. PART III Note: Information with respect to Items 10, 11, 12 (as amended as set forth below) and 13 on Form 10-K is set forth under the captions "Proposal 1 - Election of Directors - Nominations for the Board of Directors," "Ownership of Securities by Directors, Director Nominees and Executive Officers," "Security Ownership of Certain Beneficial Owners," "Certain Relationships and Related Transactions,""Compliance with Section 16(a) of the Securities Exchange Act of 1934,""Compensation of Directors,""Executive Compensation,""Compensation Committee Interlocks and Insider Participation" and "Employment Agreement" in the definitive proxy statement (the "Proxy Statement") of AVX Corporation ("AVX" or the "Company") filed with the Securities and Exchange Commission in June of 1999 and is incorporated by reference in the Company's Annual Report on Form 10-K for the year ended March 31, 1999 (the "1999 Form 10-K") amended hereby. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OWNERSHIP OF SECURITIES BY DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS As of March 31, 1999, the directors and director nominees and each executive officer named in the Summary Compensation Table set forth in the Proxy Statement, individually, and all directors, director nominees and executive and corporate officers of the Company as a group, beneficially owned (i) shares of Common Stock of the Company and (ii) equity securities of AVX's parent company, Kyocera Corporation ("Kyocera"), as indicated in the following table.
Amount and Amount and Nature of Number of Nature of Beneficial AVX Shares Percentage Beneficial Ownership of Underlying of AVX Ownership of Percentage Outstanding Exercisable Total AVX Common Outstanding of Kyocera Name AVX's Shares 1/ Options 2/ Shares Stock Kyocera Shares Shares - ---- --------------- ----------- --------- ---------- -------------- ---------- Benedict P. Rosen 50,670 172,500 223,170 * 16,151 * Kazuo Inamori 10,000 7,500 17,500 * 13,086,165 3/ 6.88% John S. Gilbertson 28,715 145,000 173,715 * 13,541 * Donald B. Christiansen 16,703 50,000 66,703 * 686 * C. Marshall Jackson 2,367 112,500 114,867 * 1,751 *
1 3
Amount and Amount and Nature of Number of Nature of Beneficial AVX Shares Percentage Beneficial Ownership of Underlying of AVX Ownership of Percentage Outstanding Exercisable Total AVX Common Outstanding of Kyocera Name AVX's Shares 1/ Options 2/ Shares Stock Kyocera Shares Shares - ---- --------------- ----------- --------- ---------- -------------- ---------- Ernie Chilton 3,800 100,000 103,800 * 0 Marshall D. Butler 2,300 7,500 9,800 * 255,604 * Carroll A. Campbell, Jr. 2,254 4/ 7,500 9,754 * 0 Kensuke Itoh 66,153,000 7,500 66,160,500 5/ 76.7% 585,172 * Rodney N. Lanthorne 1,500 7,500 9,000 * 2,814 * Henry C. Lucas 0 0 0 0 Yasuo Nishiguchi 0 0 0 2,995 * Richard Tressler 1,620 6/ 7,500 9,120 * 0 Masahiro Umemura 1,000 7,500 8,500 * 5,000 * Masahiro Yamamoto 1,000 7,500 8,500 * 2,000 * Michihisa Yamamoto 1,000 2,500 3,500 * 9,232 * Yuzo Yamamura 1,000 7,500 8,500 * 82,000 * All directors, director nominees and executive and corporate officers as a group 66,296,363 771,010 67,067,373 5/ 77.7% 14,069,543 7.39% (a total of 23 individuals including those named above)
* Less than 1% 1/ Includes interests, if any, held in the Company's Deferred Compensation and Retirement Plan Trusts. 2/ Includes AVX shares under options exercisable as of March 31, 1999, and options which become exercisable within 60 days thereof under the AVX Corporation 1995 Stock Option Plan or the AVX Corporation Non-Employee Directors' Stock Option Plan. 3/ Includes 4,680,000 shares held by The Inamori Foundation as to which Mr. Inamori, as President of the foundation, may be deemed to have voting and investment power. 4/ Includes 2,254 phantom shares accrued under the Deferred Compensation Plan for Non-Employee Directors. 5/ Includes the 66,150,000 shares of Common Stock owned directly or indirectly by Kyocera as to which Mr. Itoh, as President and Representative Director of Kyocera, may be deemed to have voting and investment power. All other directors of the Company holding positions with Kyocera disclaim beneficial ownership of such shares. See "Security Ownership of Certain Beneficial Owners." 6/ Includes 1,120 phantom shares accrued under the Deferred Compensation Plan for Non-Employee Directors. The information provided in the above chart as to each director, director nominee and named executive and corporate officer, individually, and all directors, director nominees and executive and corporate officers as a 2 4 group, is based on information received from such individuals. However, the listing of such shares is not necessarily an admission of beneficial ownership by such persons. Unless otherwise indicated in the footnotes, such individuals held, together with certain members of their family, sole voting and investment power over the shares. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS Set forth below is a table indicating those persons whom the management of the Company believe to be beneficial owners of more than 5% of any class of the Company's securities as of May 21, 1999. Name and Address of Beneficial Owner Shares Beneficially Owned Percent of Class - ------------------- ------------------------- ---------------- Kyocera Corporation 6 Takeda Tobadono-cho Fushimi-ku, Kyoto 612-8501, Japan 66,150,000 76.7% Except for Mr. Itoh, who may be deemed to beneficially own the shares held by Kyocera as a result of his position as President and Representative Director of Kyocera, to the best of the Company's knowledge, as of May 21, 1999, no other person owned more than 5% of the outstanding voting securities of the Company. 3 5 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) Financial Statements and Financial Statement Schedules - See Index to Consolidated Financial Statements at Item 8 of the 1999 Form 10-K. (b) Reports on Form 8-K None for the quarter ended March 31, 1999. (c) Exhibits: Certain of the exhibits to the 1999 Form 10-K, indicated by an asterisk (*), are hereby incorporated by reference to other documents on file with the Securities and Exchange Commission with which they are physically filed, to be a part hereof as of their respective dates. Exhibits indicated by a double asterisk (**) were previously filed as exhibits to the 1999 Form 10-K. *3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 (File No. 33-94310) of the Company (the "Form S-1")). **3.2 By-laws of the Company as amended. *10.1 Amended AVX Corporation 1995 Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (File No. 333-37201) of the Company). **10.2 Non-Employee Directors Stock Option Plan as amended. *10.3 Employment Agreement between AVX Corporation and Benedict P. Rosen (incorporated by reference to Exhibit 10.3 to the Form S-1). *10.4 Products Supply and Distribution Agreement by and between Kyocera Corporation and AVX Corporation (incorporated by reference to Exhibit 10.4 to the Form S-1). *10.5 Disclosure and Option to License Agreement by and between Kyocera Corporation and AVX Corporation (incorporated by reference to Exhibit 10.5 to the Form S-1). *10.6 Management Incentive Plan (incorporated by reference to Exhibit 10.6 to the Form S-1). 4 6 **10.7 AVX Nonqualified Supplemental Retirement Plan (formerly known as Deferred Compensation Plan). *10.8 Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K of the Company for the year ended March 31, 1997 (the "1997 Form 10-K")). *10.9 AVX Corporation SERP (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K of the Company for the year ended March 31, 1998 (the "1998 Form 10-K")). 21.1 Subsidiaries of the Registrant. **23.1 Consent of PricewaterhouseCoopers LLP. **24.1 Power of Attorney. 27.1 Financial Data Schedule. 5 7 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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. AVX Corporation by: /s/ Kurt P. Cummings - ------------------------------------- KURT P. CUMMINGS Corporate Controller and Secretary Dated: February 7, 2000 6 8 Index to Exhibits *3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 (File No. 33-94310) of the Company (the "Form S-1")). **3.2 By-laws of the Company as amended. *10.1 Amended AVX Corporation 1995 Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (File No. 333-37201) of the Company). **10.2 Non-Employee Directors Stock Option Plan as amended. *10.3 Employment Agreement between AVX Corporation and Benedict P. Rosen (incorporated by reference to Exhibit 10.3 to the Form S-1). *10.4 Products Supply and Distribution Agreement by and between Kyocera Corporation and AVX Corporation (incorporated by reference to Exhibit 10.4 to the Form S-1). *10.5 Disclosure and Option to License Agreement by and between Kyocera Corporation and AVX Corporation (incorporated by reference to Exhibit 10.5 to the Form S-1). *10.6 Management Incentive Plan (incorporated by reference to Exhibit 10.6 to the Form S-1). **10.7 AVX Nonqualified Supplemental Retirement Plan (formerly known as Deferred Compensation Plan). *10.8 Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K of the Company for the year ended March 31, 1997 (the "1997 Form 10-K")). *10.9 AVX Corporation SERP (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K of the Company for the year ended March 31, 1998 (the "1998 Form 10-K")). 21.1 Subsidiaries of the Registrant. **23.1 Consent of PricewaterhouseCoopers LLP. **24.1 Power of Attorney. 27.1 Financial Data Schedule. EX-21.1 2 SUBSIDIARIES OF THE REGISTRANT 1 EXHIBIT 21.1 AVX CORPORATION SUBSIDIARIES OF THE REGISTRANT As of March 31, 1999, active subsidiaries, all 100% owned directly or indirectly, consist of the following: 1. AVX Corporation (Delaware) 2. AVX Tantalum Corporation (Maine) 3. AVX Filters Corporation (California) 4. AVX Vancouver Corporation (Washington) 5. Elco USA, Inc. (Delaware) 6. AVX Israel Limited (Israel) 7. AVX Limited (United Kingdom) 8. AVX GmbH (Germany) 9. AVX SRL (Italy) 10. AVX SA (France) 11. AVX Czech Republic sro (Czech Republic) 12. Elco Europe GmbH (Germany) 13. AVX/Kyocera Asia Limited (Hong Kong) 14. VX/Kyocera Hong Kong Limited (Hong Kong) 15. AVX Industries Pte Ltd. (Singapore) 16. AVX/Kyocera (Malaysia) Sdm Bhd (Malaysia) 17. AVX/Kyocera (Singapore) Pte Ltd. (Singapore) 18. Avio Exito de Chihuahua, S.A. de C.V. (Mexico) 19. Avio Excelente, S.A. de C.V. (Mexico) 20. Avio Excelente de Chihuahua, S.A. de C.V. (Mexico) 21. TPC - SA (France) 22. TPC do Brasil Limitada (Brazil) 23. AVX Componentes da Amazonia Limitada (Brazil) 24. TPC Malaysia Sdn Bhd (Malaysia) 25. AVX Asia Pte Ltd. (Singapore) 26. AVX Asia Limited (Hong Kong) 27. TPC Passive Components Taiwan Limited (Taiwan) 28. TPC Ferrite Taiwan Limited (Taiwan) 29. AVX Hong Kong Limited (Hong Kong) 30. AVX Guadalajaria S.A. De CV (Mexico) 31. Tianjin AVX/Kyocera International Trading Company Ltd. (China) 32. AVX Israel Holding Company (1998) Ltd. (Israel) 33. AVX Electronisch Baulemente GmbH (Germany) 34. Thomson - CSF Passive Components, Corp. (Delaware) 35. AVX Development (Delaware) EX-27.1 3 FINANCIAL DATA SCHEDULE
5 1,000 YEAR MAR-31-1999 MAR-31-1999 173,106 0 183,033 25,702 277,393 663,535 944,214 639,966 1,058,040 192,282 0 0 0 882 829,759 1,058,040 1,245,473 1,245,473 1,078,064 1,192,168 (1,719) 0 (5,718) 60,742 19,226 41,516 0 0 0 41,516 .48 .48
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