UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Date
of Report (date of earliest event reported): June 15,
2007
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(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-7201
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33-0379007
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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801
17th Avenue South
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Myrtle
Beach, South Carolina
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29577
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(Address
of principal executive offices)
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(Zip
Code)
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(843)
448-9411
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(Registrant's
telephone number, including area
code)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive
Agreement.
On
June
15, 2007, the AVX Corporation (the “Company”) entered into an Agreement and Plan
of Merger (the “Merger Agreement”) by and among the Company, a wholly owned
subsidiary of the Company (“AVX Merger Sub”), and American Technical Ceramics
Corp., a publicly held Delaware corporation (“ATC”).
The
Merger Agreement provides that, subject to satisfaction of various conditions
to
closing, AVX Merger Sub will be merged with and into ATC, the separate corporate
existence of AVX Merger Sub shall cease and ATC will continue as the surviving
corporation in the merger as a wholly-owned subsidiary of AVX under the laws
of
the State of Delaware. Pursuant to the merger, each outstanding share
of common stock of ATC will be converted into the right to receive $24.75
per
share in cash, without interest (the “Per Share Merger Consideration”), and each
outstanding option to purchase shares of common stock of ATC will be converted
into the right to receive the Per Share Merger Consideration less the exercise
price per share upon exercise of the option, for total merger consideration
to
be paid by the Company in the transaction of approximately $231
million.
Completion
of the merger is subject to the satisfaction of various conditions customary
for
transactions of this type, including approval of the transaction by ATC’s
stockholders, and receipt of necessary regulatory approvals and
consents.
Concurrently
with the execution of the Merger Agreement, the Company and AVX Merger Sub
also
entered into a Voting Agreement with Mr. Victor Insetta, President and Chief
Executive Officer of ATC, and certain trusts for his benefit and the benefit
of
his family members (who hold in the aggregate approximately 49% of the
outstanding shares of common stock of ATC). Pursuant to that
agreement, Mr. Insetta and such other affiliate stockholders have, subject
to
certain conditions, agreed, among other things, to vote their shares of ATC
common stock in favor of the Merger Agreement and the transactions contemplated
thereby and granted the Company an irrevocable proxy to secure their performance
under the Voting Agreement.
Attached
hereto as Exhibit 99.1 is a press release of the Company dated June 18,
2007.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants
have
duly caused this report to be signed on their behalf by the undersigned
hereunto
duly authorized.
Date: June
18, 2007
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By:
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/S/
Kurt P. Cummings
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Name:
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Kurt
P. Cummings
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Title:
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Vice
President,
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Chief
Financial Officer,
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Treasurer
and Secretary
of
AVX Corporation
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