As filed with the Securities and Exchange Commission on August 18, 1999.
Registration No. 333-00890
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
Post-Effective Amendment No. 2 to
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)
State of Delaware 33-0379007
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
801 17th Avenue South
Myrtle Beach, South Carolina 29577
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(Address of principal executive (Zip Code)
offices)
AVX Corporation SERP
AVX Nonqualified Supplemental Retirement Plan
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(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
- -------------------
The Exhibit Index to this Post-Effective Amendment is located on page 6 hereof.
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to Registration Statement on Form S-8
(Registration No. 333-00890) (the "Registration Statement") relates only to
securities issued under the AVX Nonqualified Supplemental Retirement Plan and
the AVX Corporation SERP and as successor plans to the AVX Corporation Deferred
Compensation Plan and/or the AVX Corporation Deferred Compensation Plan Trust
pursuant to which such securities are issued. This Post-Effective Amendment
should not be regarded as an amendment to the Registration Statement as it
pertains to securities issued pursuant to the AVX Vancouver Corporation
Retirement Savings and Stock Bonus Plan, also included therein.
<PAGE>
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 employees participating in the AVX Corporation SERP and the
AVX Nonqualified Supplemental Retirement Plan (each, a "Plan" and, collectively,
the "Plans") as specified by Rule 428(b)(1) under the Securities Act of 1933
(the "Securities Act"). These documents and the documents incorporated by
reference into this Post-Effective Amendment, taken together, constitute a
prospectus with respect to each Plan 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 AVX Corporation SERP and AVX
Nonqualified Supplemental Retirement Plan.
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:
(i) AVX's Annual Report on Form 10-K for the year ended March 31, 1999;
(ii) AVX's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999;
and
(iii) 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").
The following document filed by the Plans (or a predecessor thereof) is herein
incorporated by reference:
Annual Report on Form 11-K for the year ended December 31, 1998 of AVX
Nonqualified Supplemental Retirement Plan (formerly known as the AVX Corporation
Deferred Compensation Plan).
All documents filed by AVX and the AVX Corporation SERP and the AVX Nonqualified
Supplemental Retirement Plan 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.
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<PAGE>
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 SERP, effective January 1, 1998
**4.2 AVX Nonqualified Supplemental Retirement Plan, restated as
of January 1, 1998 (incorporated by reference to Exhibit
99.1 to Annual Report on Form 11-K for the year ended
December 31, 1998 of AVX Nonqualified Supplemental
Retirement Plan (formerly known as the AVX Corporation
Deferred Compensation Plan))
*4.3 Trust Agreement incident to the AVX Corporation Deferred
Compensation Plan
*4.4 First Amendment to the Trust Agreement incident to the AVX
Corporation Deferred Compensation Plan
*4.5 Second Amendment to the Trust Agreement incident to the
AVX Corporation Deferred Compensation Plan
***4.6 Third Amendment to AVX Corporation Deferred Compensation
Trust
23.1 Consent of PricewaterhouseCoopers LLP
*24.1 Power of Attorney
- ----------
* Previously filed as Exhibits 4.4, 4.4.1, 4.4.2 and 24.1, respectively, to
AVX's original filing of this Registration Statement on Form S-8
(Registration No. 333-00890) on or about June 24, 1996.
** 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.
*** Previously filed as Exhibits 4.1 and 4.6, respectively, to AVX's
Post-Effective Amendment No. 1 to this Registration Statement on Form S-8
(Registration No. 333-00890) on or about August 6, 1999.
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 AVX Corporation SERP and AVX Nonqualified
Supplemental Retirement Plan 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 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 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
3
<PAGE>
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
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.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/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
(Principal Executive officer)
Benedict P. Rosen
* 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,
Treasurer, and Director (Principal
Donald B. Christiansen 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
</TABLE>
4
<PAGE>
THE PLANS. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the AVX Corporation SERP and the AVX Nonqualified
Supplemental Retirement Plan 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 August 18, 1999.
AVX CORPORATION SERP
AVX NONQUALIFIED SUPPLEMENTAL RETIREMENT PLAN
By: /s/ Donald B. Christiansen
------------------------------------------
Name: Donald B. Christiansen
Title: Member of Administrative Committee
5
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
***4.1 AVX Corporation SERP, effective January 1, 1998
**4.2 AVX Nonqualified Supplemental Retirement Plan, restated as
of January 1, 1998 (incorporated by reference to Exhibit
99.1 to Annual Report on Form 11-K for the year ended
December 31, 1998 of AVX Nonqualified Supplemental
Retirement Plan (formerly known as the AVX Corporation
Deferred Compensation Plan))
*4.3 Trust Agreement incident to AVX Corporation Deferred
Compensation Plan
*4.4 First Amendment to the Trust Agreement incident to AVX
Corporation Deferred Compensation Plan
*4.5 Second Amendment to the Trust Agreement incident to AVX
Corporation Deferred Compensation Plan
***4.6 Third Amendment to AVX Corporation Deferred
Compensation Trust
23.1 Consent of PricewaterhouseCoopers LLP
*24.1 Power of Attorney
- ----------
* Previously filed as Exhibits 4.4, 4.4.1, 4.4.2 and 24.1, respectively, to
AVX's original filing of this Registration Statement on Form S-8
(Registration No. 333-00890) on or about June 24, 1996.
** 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.
*** Previously filed as Exhibits 4.1 and 4.6, respectively, to AVX's
Post-Effective Amendment No. 1 to this Registration Statement on Form S-8
(Registration No. 333-00890) on or about August 6, 1999.
6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (File No. 333-00890) of our report dated May 14, 1999
relating to the financial statements, which appears in AVX Corporation's Annual
Report on Form 10-K for the year ended March 31, 1999. We also consent to the
incorporation by reference in this Registration Statement on Form S-8 (File No.
333-00890) of our report dated March 26, 1999 relating to the financial
statements, which appears in the Annual Report of the AVX Corporation Deferred
Compensation Plan on Form 11-K for the year ended December 31, 1998.
PricewaterhouseCoopers LLP
Atlanta, Georgia
August 18, 1999
